Post on 07-Jun-2020
Information Memorandum /
Disclosure Document
Private & Confidential (This Information Memorandum is neither a
prospectus neither a statement in lieu of prospectus)
JYOTI STRUCTURES LIMITED
We were incorporated at Mumbai, India, on 27th May, 1974 as Jyoti Structurers Private Limited under the Companies Act,
1956. Pursuant to a change of name to Jyoti Structures Private Limited, we were issued a fresh certificate of incorporation
on 21st October, 1974. Pursuant to provisions of Section 43 A of the Companies Act, 1956, with effect from 30th September,
1985, the Company became a deemed public limited company.
Registered & Corporate Office: 6th Floor, Valecha Chambers, New Link Road, Andheri (West), Mumbai 400 053,
Maharashtra, India. Tel: +91 22 4091 5000 Fax: +91 22 4091 5014/15
Chief Financial Officer: Mr. Sudhir Nayak
Contact Person: Mr. L.H. Khilnani, Company Secretary and Compliance Officer
Email: investor@jsl.in Website: www.jsl.in
INFORMATION MEMORANDUM
DISCLOSURE DOCUMENT FOR ISSUE BY WAY OF PRIVATE PLACEMENT OF SECURED
LISTED FULLY REDEEMABLE NON-CONVERTIBLE DEBT IN THE NATURE OF
DEBENTURES OF THE FACE VALUE OF `10,00,000 (RUPEES TEN LAKHS) EACH FOR CASH
AT PAR AGGREGATING UPTO `40,00,00,000 (RUPEES FORTY CRORES) GENERAL RISK
Investors are advised to read the Risk Factors carefully before taking an investment decision in this offering. For taking an investment
decision, the Investors must rely on their own examination of the Issuer and the Offer/Issue including the risks involved. The Offer/Issue being made on private placement basis, this Information Memorandum has not been filed with the Securities & Exchange Board of India
(SEBI). The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this
document. Specific attention of the Investors is invited to the summarized and detailed Risk Factors mentioned elsewhere in this Information Memorandum.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all
information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material respects and is not misleading in any material respect, that the opinions and
intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or
any of such information or the expression of any such opinions or intentions misleading in any material respect.
CREDIT RATING
The Debentures have been rated “CARE BBB” (pronounced Triple B) by Credit Analysis & Research Ltd (CARE).
The rating is not a recommendation to buy, sell or hold the Debentures and Investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any
other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agency has the right to suspend,
withdraw the rating at any time on the basis of new information etc. For details, please refer to paragraph on ‘Credit Rating’ mentioned elsewhere in this Information Memorandum.
LISTING
Secured Listed Fully Redeemable Non-Convertible Debentures offered through this Information Memorandum are proposed to be listed
on the Whole Sale Debt Market Segment (“WDM Segment”) of BSE Ltd. (the “Bombay Stock Exchange” or “BSE”). The BSE has through its letter dated 11th September, 2013 granted its in-principle approval for listing of the Secured Listed Fully Redeemable Non-
Convertible Debentures.
ISSUE PROGRAMME
Isue Opens on: 22nd October, 2013
Issue Closes on: 22nd October, 2013
Pay-in Date: 22nd October, 2013
Deemed Date of Allotment: 22nd October, 2013
ISSUER DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE
Regd Office : Valecha Chambers, 6th
Floor, New Link Road, Andheri West,
Mumbai 400 053, Maharashtra, India
Tel: +91 22 40915000
Fax: +91 22 40915014/15
Email: investor@jsl.co.in
Contact Person: Mr. L. H. Khilnani
Central Office: Asian Building, Ground
Floor 17. R. Kamani Marg
Ballard Estate Mumbai 400 001
Tel : +91 22 40807000
Fax : +91 22 66311776
Email: vitthal.n@idbitrustee.com
Contact Person: Mr. Vitthal Nawandhar
E/2, Ansa Industrial Estate, Sakivihar
Road, Saki Naka, Andheri East,
Mumbai 400 072, Maharashtra, India
Tel: +91 22 28470652/ 53
Fax: +91 22 28475207
Email : investor@bigshareonline.com
Contact Person : Mr. Ashok Shetty
NOTE: This Information Memorandum/Disclosure Document of private placement is neither a prospectus nor a statement in
lieu of a prospectus. This is only an information brochure intended for private use and should not be construed to be a
prospectus and/or an invitation to the public for subscription to Debentures under any law for the time being in force. The
Company can, at its sole and absolute discretion change the terms of the offer. The Company reserves the right to close the
Issue.
Information Memorandum /
Disclosure Document
Private & Confidential
2
Table of Contents
DEFINITIONS AND ABBREVIATIONS ............................................................................... 3
DISCLAIMER .......................................................................................................................... 7
CONFIDENTIALITY............................................................................................................... 9
LIMITS ON DISTRIBUTION ................................................................................................. 9
ISSUER PROFILE.................................................................................................................. 17
SHARE CAPITAL STRUCTURE AND HISTORY ............................................................. 22
FINANCIAL INFORMATION .............................................................................................. 35
SUMMARY OF THE TERMS ............................................................................................... 44
DECLARATION .................................................................................................................... 55
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Disclosure Document
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3
DEFINITIONS AND ABBREVIATIONS
Company/Issuer
Jyoti Structures Limited, a company with its registered office at: 6th Floor,
Valecha Chambers, New Link Road, Andheri (West), Mumbai 400 053
Maharashtra, India
“we”, “us”, “our” Unless the context otherwise requires, the Company
Account Bank account number 054405006104 of the Issuer opened and maintained
with the Designated Bank
Affiliate
Any other Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with,
such Person. The term “control” (including the terms “controlled by” and
“under common control with”) means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise. With respect to Investor AION Capital Partners Limited (a
Mauritius private company limited), “Affiliate” shall be deemed to include
(X) Apollo Asia Private Credit Master Fund Pte Ltd. (“APC”) and any entity
formed by AION Capital Partners Limited or APC to invest in or lend to
Issuer/subscribe to the Debentures and (Y) any entity controlled by or under
common control with AION Capital Management Limited or Apollo
Management Singapore Pte Ltd.
Application Form The form in which an investor can apply for subscription to the Debentures
Applicable Law Any statute, law, regulation, ordinance, rule, judgment, rule of law, order,
decree, clearance, approval, directive, guideline, policy, requirement, or other
governmental restriction or any similar form of decision, or determination by,
or any interpretation or administration of any of the foregoing by, any
statutory or regulatory authority whether in effect as of the date of this
Information Memorandum or thereafter and in each case as amended.
Allotment Advice An advice informing the Allottee of the number of Debenture(s) allotted to
him in Electronic (dematerialised) Form
Allot/Allotment/Allotte
d
Unless the context otherwise requires or implies, the allotment of the
Debentures pursuant to the Issue
Articles Articles of Association of the Company
Board Board of Directors of the Company or a Committee thereof
BSE Bombay Stock Exchange Limited
Business Day
A day (other than a Saturday or a Sunday) on which banks are normally open
for regular banking business in Mumbai and the place of incorporation of the
Investor.
CARE Credit Analysis and Research Limited
CDSL Central Depository Services (India) Limited
Closing Date The date of Issue and Allotment of the Debentures in terms of the Debenture
Documents
Companies Act Companies Act, 1956
Company Assets All the assets and properties of the Issuer, including all rights, title, interest,
privileges, concessions and benefits in relation to such assets and properties
Credit Rating Agency CARE or any other Rating Agency, appointed from time to time
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4
Debentures/NCDs
Redeemable, non-convertible, listed and transferable debentures of face value
`10,00,000 (Rupees Ten Lakhs) issued by the Issuer pursuant to this
Information Memorandum
Debenture Documents
All documents entered into in relation to the issuance of the Debentures
and/or the creation of any Security Interest and/or other rights and privileges
of the Investors and the Debenture Trustee including but not limited to the
Debenture Subscription Agreement, the Debenture Trust Deed, Debenture
Trustee Agreement, this Information Memorandum, the Security Documents
and any other agreement or document so designated by the Debenture Trustee
Debenture holder(s) The investors who are Allotted Debentures
Debenture Subscription
Agreement
The document titled 'Debenture Subscription Agreement' dated 21st October.
2013 entered into inter alia between the Issuer, the Investors and the
Debenture Trustee.
Debenture Trustee Trustee for the Debenture holders, in this case being IDBI Trusteeship
Services Limited.
Debenture Trustee
Agreement
The document titled 'Debenture Trustee Agreement' dated 21st October, 2013
entered into inter alia between the Issuer and the Debenture Trustee for the
appointment of the Debenture Trustee.
Debenture Trust Deed The document titled 'Debenture Trust Deed' to be executed between the Issuer
and the Debenture Trustee.
Default Interest Interest payable on the Outstanding Amounts (other than the Default Interest)
at the rate of 2% (two percent) over and above the Interest Rate.
Depository A depository registered with SEBI under the SEBI (Depositories and
Participants) Regulations, 1996, as amended
Depository
Participant/DP
A participant as defined under the Depositories Act, 1996
EHV Extra High Voltage
EPC Engineering Procurement and Construction
ESOS Employees Stock Option Scheme
FII
Foreign Institutional Investor (as defined under the Securities and Exchange
Board of India (Foreign Institutional Investors) Regulations, 1995) registered
with SEBI
FII Debt Limits The debt limits prescribed by the RBI for investment by FIIs in India, from
time to time
Final Maturity Date The date falling 60 (sixty) months from the Closing Date.
Fiscal Quarter
In any fiscal year i.e., the accounting period commencing from April 1st of
each year till March 31st of next year, any of the following three month
periods of a fiscal year:
(a) April 1 to June 30;
(b) July 1 to September 30;
(c) October 1 to December 31;
(d) January 1 to March 31.
Investors AION Direct Singapore Pte. Ltd.
IT Act The Income-tax Act, 1961 as amended from time to time
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Disclosure Document
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Information
Memorandum/
Disclosure Document
This Information Memorandum dated 18th October, 2013 through which the
Debentures are being offered on a private placement basis
Interest An interest of 7 (seven) % per annum calculated on the Principal Amounts or
so much thereof as is outstanding from time to time and payable on each
Interest Payment Date.
Interest Payment Date
The date falling on the last day of every Fiscal Quarter and if such day is not a
Business Day, then the Business Day immediately preceding such day
provided that the Interest shall be calculated till the last day of the Fiscal
Quarter.
Issue Issue of the Debentures on a private placement basis
kV Kilo Volts
MT Metric Tonnes
Majority Debenture
holders
Such of the Debenture holders who represent more than 66.67% (sixty six
point sixty seven percent) of the Principal Amount.
Memorandum/MoA Memorandum of Association of the Company
NEFT National Electronic Fund Transfer system, a nation-wide payment system
facilitating one-to-one funds transfer
NSDL The National Securities Depository Limited
Outstanding Amounts
All amounts payable to the Debenture holders (including Principal Amounts,
Interest, Redemption Premium and Default Interest) which have become due
and payable, including any costs or fees payable to the Debenture Trustee
acting in any of its capacities under the respective Debenture Documents.
Person An individual, natural person, corporation, partnership, joint venture,
incorporated or unincorporated body or association, company, government or
subdivision thereof
Prepayment Date A date earlier than the Redemption Date on which the Outstanding Amounts
are prepaid in accordance with the Debenture Documents
Principal Amount On any particular date, the principal amount of the outstanding Debentures on
such date
Promoters The individuals and entities disclosed as Promoters at pages 26 and 27 of this
Information Memorandum under the chapter entitled “Capital Structure”
RBI The Reserve Bank of India
Record Date
The record date shall be 7 (seven) working days prior to each Interest
Payment/principal repayment date, for determining the beneficiaries of the
Debentures for the Interest payment and/or principal repayment.
Redemption Date The date on which the Debentures are redeemed in accordance with the terms
of the Debenture Documents
Redemption Premium
Such amounts in relation to any part or whole of the Principal Amounts which
are being redeemed, repaid and/or prepaid on any date, including on account
of exercise of rights by the Investors following an Event of Default, which is
equal to an interest of 7% (seven percent) per annum on such Principal
Amounts compounded annually
Registrar to the Issue Registrar to the Issue, in this case being Bigshare Services Private Limited
ROC / Registrar of
Companies The Registrar of Companies, Maharashtra, Mumbai
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Disclosure Document
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6
Rs./Rupees/INR/` Indian Rupees
RTGS Real Time Gross Settlement, an electronic funds transfer facility provided by
RBI
SEBI Securities and Exchange Board of India constituted under the Securities and
Exchange Board of India Act, 1992 (as amended from time to time)
SEBI Regulations The Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008 issued by SEBI
Security Documents The documents entered into in relation to the creation of the Security Interest
pursuant to the Debenture Subscription Agreement including the documents
for creating security over the Company Assets.
Security Interest Any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), preference, priority or other security
agreement of any kind or nature whatsoever including, without limitation, any
conditional sale or other title retention agreement, any financing or similar
statement or notice filed under any recording or notice statute, and any lease
having substantially the same effect as any of the foregoing.
Stipulated Security
Creation Date
The date falling within 90 days from the Closing Date or such other date as
may be specified or extended by the Majority Debenture holders from time to
time
Total Yield An interest of 14% (fourteen percent) per annum on the Principal Amounts
payable in the form of Interest and Redemption Premium as the case may be.
WDM Segment Wholesale Debt Market segment of BSE
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Disclosure Document
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DISCLAIMER This Information Memorandum/Disclosure Document is neither a Prospectus nor a Statement in lieu
of a Prospectus under the Companies Act and has been prepared in accordance with the SEBI
Regulations. The debentures are proposed to be listed on the WDM Segment of the BSE. This
Information Memorandum/Disclosure Document is not intended to be circulated to more than 49
(forty-nine) Persons. Multiple copies hereof given to the same entity shall be deemed to be given to
the same Person and shall be treated as such. It does not constitute and shall not be deemed to
constitute an offer or an invitation to subscribe to the Debentures to the public in general or a section
thereof.
This Information Memorandum/Disclosure Document has been prepared to provide general
information about the Issuer to potential investors to whom it is addressed and who are willing and
eligible to subscribe to the Debentures. This Information Memorandum/ Disclosure Document does
not purport to contain all the information that any potential investor may require. Neither this
Information Memorandum/Disclosure Document nor any other information supplied in connection
with the Debentures is intended to provide the basis of any credit or other evaluation and any
recipient of this Information Memorandum/ Disclosure Document should not consider such receipt a
recommendation to purchase any Debentures. Each investor contemplating purchasing any
Debentures should make its own independent investigation of the financial condition and affairs of
the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should
consult their own financial, legal, tax and other professional advisors as to the risks and investment
considerations arising from an investment in the Debentures and should possess the appropriate
resources to analyze such investment and the suitability of such investment to such investor's
particular circumstances.
The Issuer confirms that, as of the date hereof, this Information Memorandum/Disclosure Document
(including the documents incorporated by reference herein, if any) contains all information that is
material in the context of the Issue of the Debentures, is accurate in all material respects and does not
contain any untrue statement of a material fact or omit to state any material fact necessary to make the
statements herein, in the light of the circumstances under which they are made, not misleading. No
Person has been authorized to give any information or to make any representation not contained or
incorporated by reference in this Information Memorandum/Disclosure Document or in any material
made available by the Issuer to any potential investor pursuant hereto and, if given or made, such
information or representation must not be relied upon as having been authorized by the Issuer.
This Information Memorandum/Disclosure Document and the contents hereof are restricted for only the
intended recipient(s) who have been addressed directly and specifically through a communication by the
Company and only such recipients are eligible to apply for the Debentures. All investors are required to
comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The
contents of this Information Memorandum/Disclosure Document are intended to be used only by those
investors to whom it is distributed. It is not intended for distribution to any other Person and should not be
copied, reproduced, distributed or disclosed (in whole or in part) by the recipient to any other Person nor
should any other Person act on it.
No invitation is being made to any Persons other than those to whom Application Forms along with
this Information Memorandum being issued have been sent by or on behalf of the Issuer. Any
application by a Person to whom the Information Memorandum has not been sent by or on behalf of
the Issuer will be rejected without assigning any reason.
The Person who is in receipt of this Information Memorandum/Disclosure Document should
maintain utmost confidentiality regarding the contents of this Information Memorandum and should
Information Memorandum /
Disclosure Document
Private & Confidential
8
not reproduce or distribute in whole or part or make any announcement in public or to a third party
regarding the contents.
Each Person receiving this Information Memorandum/Disclosure Document acknowledges that:
Such Person has been afforded an opportunity to request and to review and has received all
additional information considered by it to be necessary to verify the accuracy of or to supplement the
information herein; and
Such Person has not relied on any intermediary that may be associated with issuance of Debentures
in connection with its investigation of the accuracy of such information or its investment decision.
The Issuer does not undertake to update the Information Memorandum/Disclosure Document to
reflect subsequent events after the date of the Information Memorandum/ Disclosure Document and
thus it should not be relied upon with respect to such subsequent events without first confirming its
accuracy with the Issuer.
Neither the delivery of this Information Memorandum/Disclosure Document nor the Issue of
Debentures made hereunder shall, under any circumstances, constitute a representation or create any
implication that there has been no change in the affairs of the Issuer since the date hereof.
This Information Memorandum/Disclosure Document does not constitute, nor may it be used for or
in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or to any Person to whom it is unlawful to make such an offer or
solicitation. No action is being taken to permit an offering of the Debentures or the distribution of
this Information Memorandum/Disclosure Document in any jurisdiction where such action is
required. The distribution of this Information Memorandum/Disclosure Document and the offering of
the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this
Information Memorandum comes are required to inform themselves about and to observe any such
restrictions. The Information Memorandum/Disclosure Document is made available to investors
relating to the Issue on the strict understanding that the contents hereof are strictly confidential.
The Debentures are proposed to be listed on the WDM Segment of the BSE and are freely tradeable
subject to the rules, regulations and bye laws of BSE. The transferee of the Debentures shall be
deemed to have read and understood the terms and conditions of the Debentures as is publicly
available on the website of the BSE and/or available with the Debenture Trustee.
A copy of this Information Memorandum has been filed with the BSE, in terms of the SEBI
Regulations. This Information Memorandum has not and will not be filed with SEBI. It is hereby
clarified that submission of this Information Memorandum to the BSE should not in any way deemed
or construed to mean that this Information Memorandum has been reviewed, cleared or approved by
the BSE; nor does the BSE in any manner warrant, certify, or endorse the correctness or
completeness of any of the contents of this Information Memorandum, nor does the BSE warrant that
the NCDs will be listed or continue to be listed on the BSE; nor does the BSE take any responsibility
for the soundness of the financial and other conditions of the Issuer, its Promoters, or the business of
the Issuer.
Information Memorandum /
Disclosure Document
Private & Confidential
9
CONFIDENTIALITY
THE INFORMATION AND DATA CONTAINED HEREIN IS SUBMITTED TO EACH
RECIPIENT OF THIS INFORMATION MEMORANDUM ON A STRICTLY PRIVATE AND
CONFIDENTIAL BASIS. BY ACCEPTING A COPY OF THIS INFORMATION
MEMORANDUM, EACH RECIPIENT AGREES THAT NEITHER IT NOR ANY OF ITS
EMPLOYEES OR ADVISORS WILL USE THE INFORMATION CONTAINED HEREIN FOR
ANY PURPOSE OTHER THAN EVALUATING THE SPECIFIC TRANSACTION DESCRIBED
HEREIN OR WILL DIVULGE TO ANY OTHER PARTY ANY SUCH INFORMATION. THIS
INFORMATION MEMORANDUM MUST NOT BE PHOTOCOPIED, REPRODUCED,
EXTRACTED OR DISTRIBUTED IN FULL OR IN PART TO ANY PERSON OTHER THAN
THE RECIPIENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER.
LIMITS ON DISTRIBUTION
THE DISTRIBUTION OF THE INFORMATION MEMORANDUM IN CERTAIN
JURISDICTIONS MAY BE PROHIBITED BY LAW. RECIPIENTS ARE REQUIRED TO
OBSERVE SUCH RESTRICTIONS AND THE COMPANY OR ITS RESPECTIVE AFFILLIATES
ACCEPT NO LIABILITY TO ANY PERSON IN RELATION TO THE DISTRIBUTION OF
INFORMATION IN ANY JURISDICTION.
Risk Factors
Every business carries inherent risks and uncertainties that can affect financial conditions, results of
operations and prospects. The management of the Company understands that risks can negatively
impact the attainment of both short term operational and long term strategic goals.
The following factors have been considered for determining the materiality:
a. Some events may not be material individually but may be found material collectively.
b. Some events may have material impact qualitatively instead of quantitatively.
c. Some events may not be material at present but may have material impact in future.
The Company believes that the following risk factors may affect its ability to fulfil its obligations
under the Debentures issued under the Debenture Documents. All of these factors are contingencies
which may or may not occur and the Company is not in a position to express a view on the likelihood
of any such contingency occurring.
Risks relating to the Issue
The following are some of the risks envisaged by the Issuer’s management. Investors should consider
the same carefully for evaluating the Issuer and its business before making any investment decision.
Unless the context requires otherwise, the risk factors described below apply to the Issuer and its
subsidiaries only. If any one of the risks occur the Company’s business, financial conditions and
results of operations could suffer and therefore the value of the Issuer’s securities could decline.
The Company believes that the factors described below represent the principal risks inherent in
investing in the Debentures issued under this Information Memorandum, but the inability of the
Issuer, as the case may be, to pay necessary amounts, on or in connection with any Debentures may
occur for other reasons and the Issuer does not represent that the statements below regarding the risks
Information Memorandum /
Disclosure Document
Private & Confidential
10
of holding any Debentures are exhaustive. Investors should also read the detailed information set out
elsewhere in this Information Memorandum and reach their own views prior to making any
investment decision.
Risks relating to the Company
The Company faces significant competition.
The Company operates in an intensely competitive environment in India and internationally. It faces
significant competition from companies that have a pan-India footprint and also from companies in
the international markets.
Contracts are generally awarded following a competitive bidding process and satisfaction of
prescribed pre-qualification criteria. While various factors including technical capability, health and
safety records, availability of qualified personnel, reputation and experience are important
considerations in assessment of a bid, price is the major factor in most tender awards. Consequently,
it faces intense margin pressure, which could have an adverse effect on the financial condition and
prospects of the Company.
Any downgrade in credit rating may affect the trading price of the NCDs.
The Debentures offered through this Issue have been rated ‘CARE BBB’ (pronounced ‘Triple B’),
indicating moderate credit risk by CARE. Credit rating is merely an indicator of the perceived
repayment capability of the Company. Therefore, the rating of the Debentures may not bear any co-
relation to the price of the Debentures and is not an indication of the trading price of the Debentures
subsequent to listing. Further, the rating is subject to continuous scrutiny and revision. In the event that
the credit rating of the Debentures is downgraded subsequent to listing, it may adversely impact the
trading price of the Debentures and reduce the value of your investment to such extent.
The Company is subject to restrictive covenants in certain financing facilities provided to it.
The Company has entered into financing arrangements that contain provisions that restrict its ability
to do, among other things, any of the following:
Dealing with goods, movables and other assets charged;
Dealing with or availing any new credit facility from any other lender;
Effecting any change in its capital structure;
Formulating any scheme of amalgamation or reconstruction;
Implementing any scheme of expansion/diversification/modernization other than routine capital
expenditure;
Assigning or transferring any of its assets;
Paying dividends; and
Issuing any debentures, raising any loans, accepting deposits from the public, issuing equity or
preference capital.
There can be no assurance that we will be able to obtain the relevant consents, on time or at all, and
this may restrict/delay some of the actions/initiatives necessary to operate and grow our business and
also impact us financially. Further, should we breach any financial or other covenants contained in
any of our financing agreements, we may be required to immediately repay our outstanding loan(s)
either in whole or in part, together with any related costs.
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Disclosure Document
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11
In addition to the restrictions mentioned above, under our working capital facility, we are required to
notify our lenders if we decide to make any call in respect of our shares already issued or decide to
issue any unissued capital or create any new shares. The lenders may also require that all moneys
received in relation to such call on existing shares or from issue of new shares to be deposited into a
joint account of ours with the lenders or to be applied either wholly or partly to the repayment of the
principal amount of the working capital facility or interest and other moneys outstanding.
The lenders under certain of our financing arrangements have the right to appoint nominee directors
on our Board and lender consent is also required for the appointment or removal of the managing and
whole time directors. Currently, no lender has exercised this right but there can be no assurance that
they will not avail of such rights in the future.
The fixed price contracts entered into by the Company may lead to significant pricing risks
that could lead to the Company incurring losses.
The Company undertakes some of its key projects on a fixed-price contract basis. Under these
contracts, it generally agrees to provide engineering procurement and construction services for the
project on a fixed-price basis, subject to limited variations, such as to reflect changes in the client’s
project requirements. As a result, it is exposed to risks including price fluctuation of raw material,
bought out items and fuel. Any increase in the price of these items will increase the Company’s costs
and adversely impact our profitability.
While the Company generally enters into forward contracts to hedge its exposure to price fluctuation
of raw materials, such as aluminum and zinc, or enter into back-to-back supplier contracts, it is still
exposed to significant pricing risks from the time a bid is made until the time the contract is fully
performed.
Even though, some fixed-price contracts for projects may provide for limited price contingencies
based, among others, on anticipated changes in prices of certain raw materials, particularly steel, and
general market trends, the Company continues to be exposed to price variation risk and time lag in
application.
Invocation of corporate guarantees provided by the Company on behalf of its overseas
subsidiaries and joint ventures may affect its financial condition.
The Company has provided various corporate guarantees for securing various debt facilities obtained
by its overseas subsidiaries and joint ventures. Although, the Company believes that its subsidiaries
and joint ventures will be able to adequately service their debt, in the event such guarantees are
invoked by the lenders, the same may significantly affect the financial condition of the Company.
This may lead to significant value erosion of the Company. As at the date of this Information
Memorandum / Disclosure Document, the aggregate amount of the corporate guarantees provided by
the Company on behalf of its overseas subsidiaries and joint ventures is `717,26,00,000 (Rupees
Seven Hundred Seventeen Crores and Twenty Six Lakhs only).
GENERAL INFORMATION
Name & Address of the Registered Office of the Issuer
Jyoti Structures Limited
Valecha Chambers, 6th Floor, New Link Road, Andheri (West),
Mumbai 400 053, Maharashtra, India
Tel : +91 22 40915000; Email : investor@jsl.in
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Disclosure Document
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12
Corporate Office of the Issuer
Valecha Chambers, 6th Floor,
New Link Road, Andheri (West),
Mumbai 400 053
Maharashtra, India
Tel : +91 22 40915000
Email : investor@jsl.in
Company Registration No.: L45200MH1974PLC017494
Credit Rating Agency
Credit Analysis & Research Limited (CARE)
Godrej Coliseum, 4th Floor, Somaiya Hospital Road,
Off Eastern Express Highway,
Sion (East), Mumbai - 400 022
Tel: +91-022- 6754 3456
Email: care@careratings.com
Board of Directors
Sno. Name Designati
on
DIN Age
(Yrs)
Director
of the
Company
since
Details of other
Directorships
Address
1 Mr.
Sadashiv
Kshirsagar
Chairman 00001266 76 1st April,
2003 Unived
Corporate
Research Pvt.
Ltd
15, Joothica,
Makrand Society,
Veer Savarkar
Marg, Mahim,
Mumbai 400 016.
Maharashtra
2 Mr.
Prakash
Thakur
Executive
Vice
Chairman
01421897 44 26th July,
2007 Gulf Jyoti
International
LLC
Jyoti Structures
Africa (Pty.)
Ltd.
Jyoti Americas
LLC
Jyoti
International
Inc.
Lauren Jyoti
Private Limited
Jyoti Structures
FZE
Jyoti Structures
Canada Limited
Brighton,
Bungalow, No.
11, Lokhandwala
Complex,
Andheri (West),
Mumbai 400 053,
Maharashtra
Information Memorandum /
Disclosure Document
Private & Confidential
13
Sno. Name Designati
on
DIN Age
(Yrs)
Director
of the
Company
since
Details of other
Directorships
Address
Jyoti Structures
(Pty.) Namibia
Limited
Jyoti Structures
Nigeria Limited
Mod Age
Investment Pvt.
Ltd.
3 Mr.
Santosh
Nayak
Managing
Director
00001281 54 26th July,
2007 Jyoti Energy
Ltd.
JSL Corporate
Services Ltd.
Jyoti Structures
Africa (Pty.)
Ltd.
Jyoti
International
Inc.
Gulf Jyoti
International
LLC
Lauren Jyoti
Private Limited
Jyoti Structures
FZE
Taqa Jyoti
Energy Ventures
Private Limited
Jyoti Structures
(Proprietary)
Namibia
Limited
Jyoti Structures
Nigeria Limited
Himachal
Sorang Power
Limited
22, Vidnyak,
Artek Co-
operative Housing
Society, Bandra
(East), Mumbai
400 051.
Maharashtra.
4 Mr. T.C
Venkat
Subraman
ian
Director 00040526 64 1st
November,
2010
LIC-NOMURA
Mutual Fund
Trustee
Company Pvt.
Ltd.
STCI Finance
Limited.
AFC India Ltd.
IOT
Infrastructure &
804, Wallace
Apartments,
Sleater Road,
Grant
Road, Mumbai
400007.
Maharashtra.
Information Memorandum /
Disclosure Document
Private & Confidential
14
Sno. Name Designati
on
DIN Age
(Yrs)
Director
of the
Company
since
Details of other
Directorships
Address
Energy Services
Limited
Foundation of
Organisational
Research &
Education
(FORE School
of Management)
Delhi (Trust)
Rolta India
Limited
Investec Capital
Services (India)
Private Limited
5 Mr.
Kanayo
Thakur
Whole-
time
Director
00001270 70 7th
February,
1978
JSL Corporate
Services Limited
Jyoti Energy
Limited
Surya India
Fingrowth
Private Limited
Jyoti
International
Inc.
Mod Age
Investment
Private Limited
Brighton,
Bungalow No. 11,
Lokhandwala
Complex,
Andheri (West),
Mumbai 400 053.
Maharashtra.
6 Mr. Abdul
Khan
Director 00002081 77 1st April,
2003
Nil 2/7, Charkop
Makrand Society,
Sector III, Plot
No. 152, R.D.P. –
7, Kandivali
(West),
Mumbai 400 067
Maharashtra.
7 Mr.
Gopaldas
Valecha
Director 00001267 81 26th April,
2003
Nil Sangam, 1st floor,
18 – Greater
Bombay
Society,
Gulmohar Cross
Road No. 5,
J.V.P.D.
Scheme, Mumbai
400 059.
Maharashtra.
Information Memorandum /
Disclosure Document
Private & Confidential
15
Sno. Name Designati
on
DIN Age
(Yrs)
Director
of the
Company
since
Details of other
Directorships
Address
8 Mr.
Ramesh
Rawal
Director 2932427 69 25th
January,
2010
Nil C- 404, Vertex
Pleasant,
Nizampet Road,
Hyderabad – 500
072. Andhra
Pradesh.
9 Mr.
Sanjay
Mirchand
ani
Director 00531110 48 29th May,
1991 Mirchandani
Infrastructure
Limited
Seagull
Solutions
Limited
Mircon Reality
Private Limited
Morya Estates
Private Limited
Shantani
Proteome
Analytics Pvt.
Limited
Turquoise
Housing Pvt.
Ltd.
Imagine Spaces
LLP
107, Mirchandani
Sigma House,
Senapati
Bapat Road, Pune
411 016.
Maharashtra.
10 Mr. Vijay
Mohan
Kaul
Director 00015245 61 22nd
April,
2013 Uttar Haryana
Bijli Vitran
Nigam Limited
Power Finance
Corporation
Limited
485, Mandakni
Enclave, New
Delhi – 110019.
New Delhi.
None of the Directors of the Company appear either in the RBI defaulter list or in the Export Credit
Guarantee Corporation default list.
Details of change in the Directors in the last three years
Sr.
No.
Name Designation DIN Date of
appointment /
resignation
Director of
the Company
since
(in case of
resignation)
Remarks
1 Mr. T.C
Venkat
Subramanian
Director 00040526 1st Nov, 2010 1
st Nov, 2010
Appointed
as an
Additional
Director 2 Mr. Vijay
Mohan Kaul
Director 00015245 22nd
Apr, 2013 22nd
Apr, 2013
Information Memorandum /
Disclosure Document
Private & Confidential
16
Statutory Auditors
Name Address Auditor since
R. M Ajgaonkar & Associates
“Mandar”, Juhu Tara Road, Juhu,
Mumbai – 400 049. Maharashtra.
Tel: +91 22 26605684/26605685
Fax: +91 22 26607407
1986-87
Details of change in the Auditors in the last three years
There has been no change in the Auditors of the Company in last three years.
Company Secretary and Compliance Officer
Mr. L. H. Khilnani
Jyoti Structures Limited
6th Floor, Valecha Chambers, New Link Road,
Andheri (West), Mumbai 400 053 Maharashtra
Tel : +91 22 40915000; Fax : +91 22 40915014-15
Email: investor@jsl.in;
Debenture Trustee
IDBI Trusteeship Services Ltd
Asian Building, Ground Floor,
17. R. Kamani Marg,
Ballard Estate, Mumbai 400 001
Tel: +91 22 40807000
Email: vitthal.n@idbitrustee.com
Registrar to the Issue
Bigshare Services Private Limited
E/2, Ansa Industrial Estate,
Sakivihar Road, Saki Naka,
Andheri East, Mumbai 400 072,
Maharashtra, India
Tel: +91 22 28470652/ 53
Email : investor@bigshareonline.com
Information Memorandum /
Disclosure Document
Private & Confidential
17
ISSUER PROFILE
Brief Summary of the business activities of the Issuer and its lines of business
Business Overview
Jyoti Structures Limited is one of India’s leading providers of turnkey solutions in the field of
power transmission. It has 3 (three) main lines of operation viz. transmission lines, sub-stations and
rural electrification:
a. Transmission Lines;
b. Substations; and
c. Rural Electrification.
In each of these lines, we undertake turnkey projects on a global scale, offering a complete range of
services from design, engineering and tower testing to manufacturing, construction and project
management. We have established manufacturing plants at Nashik, Raipur, Dubai and Texas, United
States with a combined manufacturing capacity of 214,000 (Two Hundred and Fourteen Thousand)
MT of transmission line towers. We also have an in-house tower testing facility at Ghoti, Igatpuri.
We focus on projects which require industry and technological expertise, co-ordination of substantial
resources, project management skills and, we believe, we have the ability to deliver projects in a
timely manner. We believe that our comprehensive offering of high quality equipment, civil,
mechanical and electrical construction experience, project management expertise and our fabrication
facilities enables us to compete effectively for EPC contracts.
With the experience of having executed projects in around 40 (forty) countries directly, through our
subsidiaries and joint venture companies, we are amongst a few EPC service providers worldwide,
which possess the ability to execute turnkey projects in the power transmission business.
Overseas subsidiaries and Joint Ventures
The Company has actively pursued opportunities overseas and has set up several foreign subsidiaries
and joint venture companies so as to participate more effectively in overseas markets. The Company
holds shares in these overseas subsidiaries and joint venture companies directly and indirectly.
Gulf Jyoti International LLC
Gulf Jyoti International LLC was incorporated in the United Arab Emirates on 4 June 2005 as a joint
venture between the Company and Gulf Investment Corporation. The Company holds 30% (thirty
percent) of the share capital of Gulf Jyoti International LLC whilst Gulf Investment Corporation
holds 70% (seventy percent). Gulf Jyoti International LLC is a provider of turnkey solutions to
execute transmission lines and substations. Gulf Jyoti International LLC also operates a state of the
art power transmission manufacturing facility at Dubai Investment Park, Dubai.
Jyoti Structures Africa (Pty.) Limited
Jyoti Structures Africa (Pty.) Limited was incorporated in the Republic of South Africa on 6
September 2006 as a joint venture company between the Company and Ms. Veena Dhawakieram, a
citizen of the Republic of South Africa. The Company held 70% (seventy percent) of the shares and
Information Memorandum /
Disclosure Document
Private & Confidential
18
Ms. Veena Dhawakieram held 30% (thirty percent) of the shares in Jyoti Structures Africa (Pty.)
Limited. On 26 February 2010, Ms. Veena Dhawakieram transferred her 30% (thirty percent) stake
in Jyoti Structures Africa (Pty.) Limited to Redlex 298 (Pty.) Limited. Jyoti Structures Africa is
engaged in the business of setting up high voltage transmission lines, substations and distribution
projects. Jyoti Structures Africa (Pty.) Limited has executed contracts from Nampower (Namibia’s
national power utility) for supply, delivery and construction of 650Kms HVDC 350 kV transmission
Line from Gerus to Zambezi and from Eskom Holdings Ltd (the Republic of South Africa’s
electricity public utility) for supply and construction of 109 Kms and 26 Kms 765 kV transmission.
Jyoti International Inc.
Jyoti International Inc. was incorporated in Delaware, USA, on 17 February 2010. On 6 December
2010, the Board of Directors approved the acquisition of 100% (one hundred percent) of the shares of
Jyoti International Inc. which transaction was effected on 16 December 2010. Jyoti International Inc.
is a holding company for the Company’s subsidiaries in North America. At present, Jyoti
International Inc. holds shares in Jyoti Americas LLC and Jyoti Structures Canada Limited.
Jyoti Americas LLC
Jyoti Americas LLC was incorporated in Delaware, USA, on 11 September 2009. Jyoti Americas
LLC is a wholly owned subsidiary of Jyoti International Inc. and became an indirect wholly owned
subsidiary of the Company when the Company acquired the entire shareholding of Jyoti International
Inc in December 2010. Jyoti Americas LLC has commissioned a tower manufacturing plant near
Houston, Texas, with an annual capacity of 50,000 (fifty thousand) tonnes. Jyoti Americas LLC is
engaged in the construction of transmission towers, commissioning of sub-stations and execution of
turnkey electricity projects.
Jyoti Structures Canada Limited
Jyoti Structures Canada Limited was incorporated in Victoria, British Columbia, Canada on 19
September 2012. It is a wholly owned subsidiary of Jyoti International Inc. Jyoti Structures Canada is
incorporated to undertake all activities that are legally permissible in Canada and is engaged in the
business of engineering services.
Jyoti Structures FZE
Jyoti Structures FZE was incorporated in the Jebel Ali Free Zone on 26 February 2012 as a wholly
owned subsidiary of the Company. Jyoti Structures FZE is engaged in the business of providing
construction and engineering services (including deputing manpower) for various projects, including
power transmission projects.
Jyoti Structures Namibia (Pty.) Limited
Jyoti Structures Namibia (Pty.) Limited was incorporated in Windhoek on 30 July 2012. On 6
December 2012 Jyoti Structures FZE acquired 70% (seventy percent) of the shares and Mr. Robanus
Amadhila, a citizen of Namibia acquired 30% (thirty percent) of the shares in Jyoti Namibia from
Sage Secretarial Services (Pty) Ltd. Jyoti Structures Namibia (Pty.) Limited is a manufacturer of
transmission line towers and undertakes engineering procurement construction contracts in power
transmission; distribution and substation sectors.
Information Memorandum /
Disclosure Document
Private & Confidential
19
Jyoti Structures Nigeria Limited
Jyoti Structures Nigeria Limited was incorporated by Mr. Benedict Uwakwe Oguh and Mrs. Joyee
Ibukunolu Oguh in Abjua on 20 October 2009. On 20 May 2013 Jyoti Structures FZE acquired 100%
(One Hundred percent) of the shares in Jyoti Structures Nigeria from Mr. Benedict Uwakwe Oguh
and Mrs. Joyee Ibukunolu Oguh. Jyoti Structures Nigeria Limited is in the business of providing
electric power and electrical infrastructure.
Business Contracts
The nature of contracts that we are generally awarded in our operations are:
Contracts for supply of transmission line towers; and
Turnkey contracts for transmission lines, substations and rural electrification.
Supply Contracts
We enter into supply contracts pursuant to which we supply galvanised steel members which are
manufactured in-house, and, bought out items such as conductors, insulators, earth-wire, hardware
and accessories.
Turnkey Contracts
a. Transmission Lines
We undertake transmission line contracts for setting up transmission networks. The scope of such a
contract generally encompasses within its ambit all activities from surveying to the stringing of
conductors. Pursuant to these contracts we also undertake engineering, testing and manufacturing
activities such as fabrication of towers, trading, activities such as sale of bought out components, and
service activities such as surveying, erection and stringing.
b. Substations
We engage in the following activities pursuant to contracts for substations:
Engineering and designing activities;
Project management;
Transportation and insurance;
Civil works, foundations, internal road construction, site development, control room
construction;
Sewage and water system;
Installation of plant and equipments;
Testing, commissioning and operational acceptance of the sub-stations; and
Providing training to customer’s employees;
c. Rural Electrification
Distribution of electricity is the penultimate stage in the delivery of electricity to end users. We engage in
the following activities pursuant to our rural electrification contracts:
Information Memorandum /
Disclosure Document
Private & Confidential
20
Route survey in villages for laying overhead distribution lines;
Construction of 33kV, 11kV and low tension overhead lines using conductors and cross linked
polyethylene/poly vinyl chloride aerial bunched cables on rolled steel joist/pre stretched
concrete poles;
Construction of 33/11kV substations;
Construction of single phase/three phase distribution transformer substations with metering
facilities; and
Providing low tension service connections to the consumers including metering and protection
system.
Corporate Structure
Information Memorandum /
Disclosure Document
Private & Confidential
21
Key operational and financial parameters for last 3 Audited Financial Years
(In `)
FY 2012 – 2013 FY 2011 -2012 FY 2010 - 2011
Key operational and financial parameters for last 3 (three) audited
financial years
Parameters
Networth 74,561 66,420 60,131
Total debt 17,108 20,269 24,047
Of which – Non current maturities of long term borrowings 17,108 20,269 24,047
- Short term borrowings
- Current maturities of long terms borrowings
Net fixed assets 19,669 21,049 18,390
Non current assets 4,209 5,645 4,230
Cash and cash equivalents 3,299 3,974 3,009
Current investments - - -
Current assets 248,200 209,176 150,455
Current liabilities 174,696 146,044 86,789
Net Sales 281,482 187,361 125,191
EBITDA 29,181 19,077 12,652
EBIT 26,666 17,216 11,407
Interest 16,873 10,737 6,912
PAT 6,488 4,330 3,022
Dividend Amounts 658 904 1,232
Current Ratio 1.42 1.43 1.73
Interest Coverage Ratio 1.58 1.60 1.65
Gross Debt / Equity Ratio 0.23 0.31 0.40
Debt Service Coverage Ratios 0.77 1.44 1.97
Gross debt: equity ratio of the Company:
Before the issue of debt securities 0.23
After the issue of debt securities 0.27
Information Memorandum /
Disclosure Document
Private & Confidential
22
SHARE CAPITAL STRUCTURE AND HISTORY
History
We were incorporated as Jyoti Structurers Private Limited on 27th May, 1974, at Mumbai, India. A
fresh certificate of incorporation was issued on 21st October, 1974, on our name being changed to
Jyoti Structures Private Limited. Pursuant to provisions of Section 43 A of the Companies Act, 1956,
with effect from 30th September, 1985, the Company became a deemed public limited company.
Initially, our registered office was situated at 4th floor, Hind-Rajasthan Building, 95, D.S. Phalke
Road, Dadar, Mumbai 400 014. On 30th April, 1982 we shifted our registered office was shifted to
Khoor-Sill-Naz, 2nd Floor, Front Building, Swami Gyan Jiwandas Marg, Mumbai 400 014. On 31st
July, 1987 our registered office was once again shifted to ‘Keshava’, 7th Floor, Bandra-Kurla
Commercial Complex, Bandra (East), Mumbai 400 050. Subsequently, on 29th January, 1999, we
shifted our registered office to 6th floor of Valecha Chambers, New Link Road, Oshiwara, Andheri
(W), Mumbai 400 053, on acquisition of the premises. The Company is registered with RoC with a
number CIN: L45200MH1974PLC017494.
Share Capital Structure as at 31st March 2013
Particulars `in Lakhs
Authorised Capital :
175,000,000 Equity Shares of ` 2/- each
5,000,000 Preference Shares of ` 100/- each
3,500
5,000
Issued
82,275,407 Equity Shares of ` 2/- each fully paid up
25,00,000 Redeemable Preference Shares of ` 100/- each fully paid up
1,645
2,500
Subscribed and Paid Up
82,260,147 Equity Shares of ` 2 each fully paid up
25,00,000 Redeemable Preference Shares of ` 100/- each fully paid up
1,645
2,500
Changes in its capital structure as on 30th
June 2013 and for last 5 Financial Years
None
Information Memorandum /
Disclosure Document
Private & Confidential
23
Equity Share Capital history of the Company as on 30th
June 2013 and last 5 Financial Years
Date of
allot-ment
No. of
Equity
Shares
FV
(`)
Issue
Price (`)
Considera
-tion
(Cash,
other
than cash,
etc.)
Nature of
allotment
Cumulative
No. of
Equity
Shares
Equity
Share
Capital
(`)
Equity
Share
Premium
(`)
04.04.13 4,375 2 17 Cash ESOS 4,375 8,750 65,625
30.01.13 23,950 2 17 Cash ESOS 23,950 47,900 3,59,250
30.10.12 12,400 2 17 Cash ESOS 12,400 24,800 1,86,000
04.07.12 9,900 2 17 Cash ESOS 9,900 19,800 1,48,500
24.02.12 28,875 2 17 Cash ESOS 28,875 57,750 4,33,125
02.12.11 31,525 2 17 Cash ESOS 31,525 63,050 4,72,875
27.09.11 682 2 120 Cash Rights
Issue 682 1,365 80,476
05.07.11 19,275 2 17 Cash ESOS 19,275 38,550 2,89,125
23.04.11 7,425 2 17 Cash ESOS 7,425 14,850 1,11,375
04.03.11 36,175 2 17 Cash ESOS 36,175 72,350 5,42,625
26.10.10 36,000 2 17 Cash ESOS 36,000 72,000 5,40,000
27.08.10 23,175 2 17 Cash ESOS 23,175 46,350 3,47,625
11.06.10 26,350 2 17 Cash ESOS 26,350 52,700 3,95,250
25.02.10 32,175 2 17 Cash ESOS 32,175 64,350 4,82,625
14.12.09 16,025 2 17 Cash ESOS 16,025 32,050 2,40,375
17.11.09 1,36,900 2 17 Cash ESOS 1,36,900 2,73,800 20,53,500
09.10.09 28,900 2 17 Cash ESOS 28,900 57,800 4,33,500
27.07.09 46,525 2 17 Cash ESOS 46,525 93,050 6,97,875
15.05.09 55,325 2 17 Cash ESOS 55,325 1,10,650 8,29,875
08.04.09 16,725 2 17 Cash ESOS 16,725 33,450 2,50,875
14.02.09 25,500 2 17 Cash ESOS 25,500 51,000 3,82,500
17.01.09 16,900 2 17 Cash ESOS 16,900 33,800 2,53,500
02.12.08 65,550 2 17 Cash ESOS 65,550 1,31,100 9,83,250
08.10.08 3,63,725 2 17 Cash ESOS 3,63,725 7,27,450 54,55,875
28.07.08 17,325 2 17 Cash ESOS 17,325 34,650 2,59,875
Details of any Acquisition/Amalgamation/Reorganization/Reconstruction in the last one year:
Sr. No. Type of
event
Date of
announcement
Date of
completion
Details
None
Information Memorandum /
Disclosure Document
Private & Confidential
24
Details of the shareholding of the Company as on 30th
June 2013
Shareholding pattern of the Company as on 30th June 2013
Sr.
No.
Particulars Total number
of Equity
Shares
Number of
Equity Shares
in demat form
Total
shareholding
as % of total
no. of equity
shares
1 Promoters - Individuals
- Bodies Corporate
1,66,62,126
61,99,765
1,66,62,126
61,99,765
20.26
7.54
2 Other Bodies Corporate 1,25,12,773 1,25,00,768 15.21
3 NRIs / FIIs 1,01,28,630 1,01,28,380 12.31
4 Financial Institutions/Banks/MF 1,40,87,072 1,40,87,072 17.12
5 Indian Public 2,26,74,156 2,20,71,244 27.56
Total 8,22,64,522 8,16,49,355 100.00
Note: 1,82,85,061 (one crore eighty two lakh eighty five thousand sixty one) Equity Shares of the
Company have been pledged / encumbered by the Promoters.
List of top 10 (ten) shareholders of each class or kind of securities as on 30th June 2013
Equity Shares
Sr.
No.
Particulars Total
number of
Equity
Shares
No. of
Equity
Shares in
demat form
Total
shareholding
as % of total
no. of equity
shares
1 Valecha Infrastructure Ltd. 54,31,400 54,31,400 6.60
2 K. R. Thakur 50,02,173 50,02,173 6.08
3 P. K. Thakur 48,92,488 48,92,488 5.95
4 Reliance Capital Trustee Co. Ltd 46,14,900 46,14,900 5.61
5 R. K. Thakur 22,50,000 22,50,000 3.02
6 Birla Sun Life Insurance
Company Limited
3,416,810 3,416,810 4.15
7 Reliance Life Insurance
Company Limited
3,335,474 3,335,474 4.05
8 Comgest Growth PLC A/c 2,000,000 2,000,000 2.43
9 Mohan D. Asnani 1,787,500 1,787,500 2.17
10 Mukesh R. Chetwani 1,533,633 1,533,633 1.86
Preference Shares
Sr.
No.
Particulars Total number of
preference
Shares
No. of preference
Shares in demat
form
Total shareholding as
% of total no. of
preference shares
1 Amtek India Ltd. 15,00,000 15,00,000 60%
2 Amtek Auto Ltd. 10,00,000 10,00,000 40%
Information Memorandum /
Disclosure Document
Private & Confidential
25
Details of borrowings of the Company as on 30th
June 2013
Details of secured loan facilities
Sr.
No.
Type of
facility
Amount
sanctioned
Principal
amount
outstanding
Repayment
date /
schedule
Security
1 ECB Loan USD 38
million
USD 17.48
million
31st March,
2016
1st Charge on
fixed assets
2 Project Loan `115.90
Crores
`113.92
Crores
30th
September,
2014
1st Charge on
Project
receivables and
assets
3 Working
Capital ` 5,715 Crores `5,369.39
Crores
31st March,
2014
1st Charge on
current assets
Details of unsecured loan facilities
Sr.
No.
Type of
facility
Amount
sanctioned
Principal
amount
outstanding
Repayment date /
schedule
1 Deposits ` 98.26 crores ` 98.26 crores 6th November, 2015
Details of Non-convertible debentures
Deben
-ture
Series
Tenor /
Period of
maturity
Coupon Amount
(` in
Crores)
Date of
allotment
Redemption
date / schedule
Credit
rating
Secured /
unsecured
Security
I 3 years 12.50% 13.20 17th May, 2013 17
th May, 2016 CARE A - Secured
Specified
Asset
II 5 years 14.00% 8.64 17th May, 2013 17
th May, 2016 CARE A - Secured
Specified
Asset
List of top 10 (ten) debenture holders (as on 30th June 2013)
Sr.
No. Name of debenture holders Amount (`)
1 CSEB Provident Fund Trust 40,000,000
2 MTNL Gratuity Trust 100,000,000
3 Smiore Employees Provident Fund Trust 2,000,000
4 Sunrise Stock Broking Pvt. Ltd. 24,000,000
5 Spintex Private Limited 1,000,000
6 Sunrise Stock Broking Pvt. Ltd. 18,400,000
7 Shaktiman Mercantile Pvt. Ltd 3,000,000
8 Ashok Leyland Sr. Ex. Provident Fund 20,000,000
9 Sunrise Stock Broking Pvt. Ltd. 10,000,000
Information Memorandum /
Disclosure Document
Private & Confidential
26
Details of corporate guarantees issued
Sr.
No.
Name of the counterparty Amount (` in
Crores.)
1 ICICI Bank 177.10
2 State Bank of India 116.02
3 Abu Dhabi Islamic Bank 108.92
4 Emirates NBD Bank 15.22
5 Aion Jyoti LLC and Apollo Jyoti LLC 300.00
Details of commercial paper outstanding
Maturity date Amount (`)
Nil
Details of rest of the borrowing by the Issuer
Party
name (in
case of
facility) /
Instrument
name
Type of
facility /
instrument
Amount
sanctioned
/ Issue (`)
Principal
amount
outstanding
(`)
Repayment
date /
schedule
Credit
rating
Secured /
unsecured
Security
Nil
Details of all defaults and / or in payments of interest and principal of any kind of term loans, debt
securities and other financial indebtedness including corporate guarantee issued by the Company in
past 5 Financial Years
Nil
Details of any outstanding borrowings taken / debt securities issued where taken / issued (i) for
consideration other cash, whether in whole or part (ii) at a premium or discount, or (iii) in pursuance
of an option
Nil
Details of Promoters of the Company
Sno. Name of the shareholders
Total No. of
Equity
Shares
No. of Equity
Shares in
demat form
Total
shareholding
as % of total
no. of Equity
Shares
No. of pledged
Shares
% of Equity Shares
with respect to
Equity Shares
owned
A INDIVIDUALS
1 K R Thakur 3,236,673 3,236,673 3.93 3,236,673 100.00
2 K R Thakur 1,500,000 1,500,000 1.82 1,500,000 100.00
3 K R Thakur 265,500 265,500 0.32 265,500 100.00
Information Memorandum /
Disclosure Document
Private & Confidential
27
Sno. Name of the shareholders
Total No. of
Equity
Shares
No. of Equity
Shares in
demat form
Total
shareholding
as % of total
no. of Equity
Shares
No. of pledged
Shares
% of Equity Shares
with respect to
Equity Shares
owned
A INDIVIDUALS
4 Prakash K Thakur 2,023,235 2,023,235 2.46 2,023,235 100.00
5 Prakash K Thakur 2,019,253 2,019,253 2.45 2,019,253 100.00
6 Prakash K Thakur 850,000 850,000 1.03 850,000 100.00
7 Raj K Thakur 1,050,000 1,050,000 1.28 1,050,000 100.00
8 Raj K Thakur 920,000 920,000 1.12 920,000 100.00
9 Raj K Thakur 200,930 200,930 0.24 200,930 100.00
10 Raj K Thakur 79,070 79,070 0.10 79,070 0.00
11 Jyoti N. Motiani 25,000 25,000 0.03 0.00 0.00
12 Harish C Mirchandani 489,030 489,030 0.59 0.00 0.00
13 Harish C Mirchandani 143,575 143,575 0.17 0.00 0.00
14 Sanjay Mirchandani 448,500 448,500 0.55 0.00 0.00
15 Sanjay Mirchandani 2,315 2,315 0.00 0.00 0.00
16 Sanjay Mirchandani 19,185 19,185 0.02 0.00 0.00
17 Neeta Mirchandani 391,876 391,876 0.48 0.00 0.00
18 Neeta Mirchandani 95,000 95,000 0.12 0.00 0.00
19 Neeta Mirchandani 13,124 13,124 0.02 0.00 0.00
20 Kishore Mirchandani 372,205 372,205 0.45 0.00 0.00
21 Kishore Mirchandani 104,050 104,050 0.13 0.00 0.00
22 Vijay Mirchandani 369,500 369,500 0.45 0.00 0.00
23 Vijay Mirchandani 43,921 43,921 0.05 0.00 0.00
24 Vijay Mirchandani 12,379 12,379 0.02 0.00 0.00
25 Aarti Mirchandani 316,500 316,500 0.38 0.00 0.00
26 Aarti Mirchandani 105,000 105,000 0.13 0.00 0.00
27 Aarti Mirchandani 8,500 8,500 0.01 0.00 0.00
28 Seema Mirchandani 225,030 225,030 0.27 0.00 0.00
29 Seema Mirchandani 205,000 205,000 0.25 0.00 0.00
30 Seema Mirchandani 19,970 19,970 0.02 0.00 0.00
31 Madanlal L Valecha 394,975 394,975 0.48 0.00 0.00
32 G. L Valecha 160,000 160,000 0.19 0.00 0.00
33 Bela Valecha 192,750 192,750 0.23 0.00 0.00
34 Naresh G Valecha 80,225 80,225 0.10 0.00 0.00
35 Deepak M Valecha 61,200 61,200 0.07 0.00 0.00
36 Mohini Valecha 56,060 56,060 0.07 0.00 0.00
37 Mohini Valecha 14,875 14,875 0.02 0.00 0.00
38 Rajesh Valecha 57,300 57,300 0.07 0.00 0.00
39 Roopa N Valecha 54,250 54,250 0.07 0.00 0.00
40 Varsha Valecha 27,060 27,060 0.03 0.00 0.00
41 Varsha Valecha 9,110 9,110 0.01 0.00 0.00
Total (A) 16,662,126 16,662,126 20.25 12,144,661 72.89
B BODY CORPORATES
1 Valecha Infrastructure Ltd. 5,431,400 5,431,400 6.60 5,431,400 100.00
2 Val-Mir Constructions Pvt.Ltd. 59,365 59,365 0.07 0.00 0.00
3 Surya India Fingrowth Private Ltd 709,000 709,000 0.86 709,000 100.00
Total (B) 6,199,765 6,199,765 7.54 6,140,400 99.04
Grand Total (A)+(B) 22,861,891 22,861,891 27.79 18,285,061 79.98
Information Memorandum /
Disclosure Document
Private & Confidential
28
Abridged version of Audited Consolidated (wherever available) and Standalone Financial
Information (like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least
last three years and auditor qualifications, if any
− Please refer to the section on Financial Information.
Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever
available) and Standalone Financial Information (like Profit & Loss statement, and Balance
Sheet) and auditors qualifications, if any
− Please refer to the section on Financial Information.
Any material event/ development or change having implications on the financials/credit quality
(e.g., any material regulatory proceedings against the Issuer / Promoters, tax litigations
resulting in material liabilities, corporate restructuring event etc) at the time of Issue which
may affect the Issue or the Investors’ decision to invest / continue to invest in the debt
securities.
− Other than the details mentioned in this Information Memorandum, there is no material event /
development or change at the time of issuance of this document which may affect the Issue or
the Investors’ decision to invest / continue to invest in the debt securities.
The names of the debenture trustee(s) shall be mentioned with statement to the effect that
debenture trustee(s) has given his consent to the Issuer for his appointment under regulation 4
(4) and in all the subsequent periodical communications sent to the holders of debt securities.
− IDBI Trusteeship Services Limited has given its written consent dated 11th September, 2013
for its appointment as the Debenture Trustee to the Issue under Regulation 4(4) of the SEBI
Regulations and inclusion of its name in the form and context in which it appears in this
Information Memorandum.
The detailed rating rationale (s) adopted (not older than one year on the date of opening of the
Issue)/ credit rating letter issued (not older than one month on the date of opening of the Issue)
by the rating agencies shall be disclosed
− CARE has revised the Company’s rating from ‘CARE A-’ to ‘CARE BBB’ for the Debentures
due to
elongation of working capital cycle on account of increase in receivable days.
reduction in profitability margins for FY13 (refers to the period April 1 to March 31)
consequent to increase in interest expense coupled with exposure to clients with weak
financial risk profile, thereby increasing the counter party risk.
− Company's ability to manage its working capital in view of its growing scale of operations
along with reduction in receivables and the performance of the loss-making subsidiaries
alongwith the quantum of support given are the key rating sensitivities.
If the security is backed by a guarantee or letter of comfort or any other document / letter with
similar intent, a copy of the same shall be disclosed. In case such document does not contain
detailed payment structure (procedure of invocation of guarantee and receipt of payment by
the Investor along with timelines), the same shall be disclosed in the offer document
− Not applicable.
Information Memorandum /
Disclosure Document
Private & Confidential
29
Copy of consent letter from the Debenture Trustee shall be disclosed
− Copy of the consent letter dated 11th September, 2013 issued by the Debenture Trustee is
attached herewith.
Names of all the recognised stock exchanges where the debt securities are proposed to be listed
clearly indicating the designated stock exchange
− The securities are proposed to be listed with Designated Stock Exchange i.e., Bombay Stock
Exchange Limited.
Other details
Debenture Redemption Reserve
As per extant circular no. 11/02/2012-CL-V (A) dated 11th February, 2013 issued by the Government
of India with respect to creation of Debenture Redemption Reserve (“DRR”), for manufacturing and
infrastructure companies, the adequacy of DRR is defined at 25% (twenty five percent) of the value
of debentures issued on private placement route. In terms of extant provisions of Companies Act the
Company is required to create DRR out of profits, if any, earned by the Company. The Company
shall create a DRR and credit to the DRR such amounts as applicable under provisions of Section
117C of the Companies Act (as amended from time to time) or any other relevant statute(s), as
applicable.
Issue / instrument specific regulations
This Issue of Non-convertible Debentures is subject to the provisions of the Companies Act the
Memorandum and Articles, the terms of this Information Memorandum and Application Form. Over
and above such terms and conditions, the Debentures shall also be subject to other terms and
conditions as may be incorporated in the Debenture Documents/ Letters of Allotment/ Debenture
Certificates, guidelines, notifications, regulations relating to the issue of debentures and Securities
and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide
Circular No. LAD-NRO/GN/2008/13/127878 dated 6th June, 2008 as amended from time to time.
Save as otherwise provided in this Information Memorandum, the provisions contained in Annexure
C and/ or Annexure D of the Companies (Central Government’s) General Rules and Forms, 1956 as
prevailing and to the extent applicable, will apply to any meeting of the Debenture holders, in
relation to matters not otherwise provided for in terms of the Issue of the Debentures.
Application process and other details
How to Apply
Applications for the Debentures must be made in the Application Form and must be completed in
block letters in English by Investors. Application Forms must be accompanied by either a demand
draft or cheque or electronic transfer drawn or made payable in favour of ‘Jyoti Structures Limited –
NCD’ and should be crossed “Account Payee only”. The full amount of the face value of the
Debentures applied for has to be paid along with the delivery of the fully completed and executed
Application Form.
Information Memorandum /
Disclosure Document
Private & Confidential
30
Cheque/demand drafts/electronic transfer may be drawn on any scheduled bank and payable at
Mumbai. The Company assumes no responsibility for any applications/cheques/demand drafts lost in
mail or in transit. Who can apply? This Information Memorandum/Disclosure Document and the contents hereof are restricted for only
the intended recipient(s) who have been addressed directly through a communication by or on behalf
of the Company and only such recipients are eligible to apply for the Debentures. The categories of investors eligible to invest in the Debentures, when addressed directly, include
commercial banks, financial institutions including development financial institutions, companies and
bodies corporate, insurance companies, foreign institutional investors, trustee companies of mutual
funds, asset management companies and such other category of investor as expressly authorised to
invest in the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for
investing in this Issue. Submission of completed Application Form All Application Forms duly completed accompanied by account payee cheques/drafts/application
money/transfer instructions from the respective investor’s account to the account of the Issuer, shall
be submitted at the Registered Office. Issue Program
ISSUE OPENING DATE 22nd
October, 2013
ISSUE CLOSING DATE 22nd
October, 2013
The Company reserves the right to change the Issue time table, at its sole discretion, without giving
any reasons or prior notice. Debentures will be open for subscription at the commencement of
banking hours and close at the close of banking hours on the dates specified in this Information
Memorandum/Disclosure Document. Mode of payment and Interest on subscription amounts The subscription amounts for Debentures shall be deposited/credited in the bank account number
054405006104 of the Issuer opened and maintained with the designated bank (the “Account”). The
Parties hereby agree that if before the last Business Day prior to the 15th (fifteenth) day from the
Closing Date, the Debentures have not been listed on the BSE’s WDM Segment, then the Issuer shall
immediately on such last Business Day redeem the Debentures in full by repaying the entire principal
sums invested in the Debentures along with (a) interest at the rate of 14% p.a. for the period from the
Closing Date till such redemption and (b) the costs and expenses certified by the Investors as having
been incurred and/or suffered by them to subscribe to the Debentures, other than the cost of purchase
and/or acquisition of relevant quantities of FII Debt Limits. The details of the designated bank are as follows:
Bank Name ICICI Bank Limited
Account No 054405006104
IFSC Code ICIC0000544
Bank Address ICICI, Seepz Branch, MIDC, Andheri East, Mumbai 400093
Beneficiary Jyoti Structures Limited – NCD
Information Memorandum /
Disclosure Document
Private & Confidential
31
Procedure and time of schedule for Allotment
On the Debentures being subscribed under this Issue, the Debentures would be Allotted by the Board.
The Company will credit the Depository Participant account of the allottee, in favour of the allottees
or send a refund letter along with refund amount, in accordance with the provisions hereunder and
the Debenture Documents.
The Company has the sole and absolute right to Allot the Debentures to any applicant.
Right to Accept or Reject Applications
The Company is entitled at its sole and absolute discretion to accept or reject any application, in part
or in full, without assigning any reason. Application Forms that are not complete in all respects shall
be rejected at the sole and absolute discretion of the Company.
Dispatch of Refund Orders
The Company shall ensure dispatch of refund orders, if any, by registered post.
Loss of Interest Cheques / Refund Cheques
Loss of interest cheques/refund cheques should be intimated to the Company along with request for
issue of duplicate instrument. The issue of duplicate in this regard shall be governed by applicable
law and any other conditions as may be prescribed by the Company.
Computation of interest
Interest for each of the interest periods shall be computed on the basis of actual number of days
elapsed in a year of 365 (three hundred and sixty five) days.
Interest at the applicable Interest rate will be paid only to the beneficiaries as per the beneficiary list
provided by the Depository as on the Record Date. Interest on the Debentures shall be payable on the
Interest Payment Date.
In the case of joint holders of Debentures, Interest shall be payable to the first named Debenture
holder. The provisions of the Depositories would be compiled by the Registrar for facilitating interest
payment by the Company on the Interest Payment Date.
All payments made by the Issuer to any Debenture holder are exclusive of all taxes, other than any
taxes on income which income taxes may be deducted at source as per the IT Act or any other
statutory modification or re-enactment thereof and such sums shall be credited / deposited promptly
and in any case before the 7th (seventh) of the month falling after the date on which the sums were
deducted, with the relevant Income Tax department and certificates evidencing such credit/deposit
shall be provided to the Debenture holders promptly and in any case within [60 (sixty) days] of
deduction of such sums. If such certificates are not provided/delivered on or before the expiry of the
period of 60 (sixty) days and such taxes on income are required to be paid by the Debenture holders
on demand being made by the relevant tax authorities and due to the failure of the Issuer to credit /
deposit any sums deducted as above, then all consequences of such default, including payment of
Default Interest and/or enforcement of security interest, at the discretion of the Investors, follow. In
the event that the Issuer fails to provide certificates evidencing credit/deposit as required and the
relevant tax authority raises a demand on the Debenture holders pursuant to which the Debenture
holders have paid tax, the Default Interest shall apply from the date when original sums were due and
Information Memorandum /
Disclosure Document
Private & Confidential
32
payable till the payment of all such sums to the Investors and issuance and delivery of the relevant
tax deduction certificate to the Investors.
Redemption
The Debentures, unless previously repurchased by the Company in accordance with the Debenture
Documents, will be redeemed on the Final Maturity Date.
Prepayment
The Issuer shall, subject to the terms of the Debenture Subscription Agreement, have the ability to
prepay or redeem prior to the Final Maturity Date, the Debentures in full or in part along with all
Redemption Premium calculated in relation to the Principal Amounts being prepaid/redeemed, on
any date (“Prepayment Date”) after giving to such Investors a prior written notice of 90 (ninety)
days. The redemption shall be accompanied by payment of all Interest, Redemption Premium
accrued till the date of redemption.
Further, if the prepayment is occurring on or before the 3rd
(third) anniversary of the Closing Date,
then the Issuer shall in addition to the principal sums sought to be prepaid pay to the Investors an
amount which, after factoring in the Interest and Redemption Premium on such Principal Amounts
already paid and/or payable on or before the date when the prepayment is sought to be made, shall be
equal to the Total Yield which the Issuer would have earned on such Principal Amounts till the 3rd
(third) anniversary of the Closing Date had the Debentures not been prepaid. For the avoidance of
doubt, it is clarified that any prepayment shall be done on a pro rata basis in relation to each of the
Debentures.
Payment on redemption
Payment of the redemption amount of the Debentures will be made by the Company to the
beneficiaries as per the beneficiary list provided by the Depositories as on the Record Date. The
Debentures shall be taken as discharged on payment of the Outstanding Amounts by the Company to
the beneficiaries as per the beneficiary list. Such payment will be a legal discharge of the liability of
the Company towards the Debenture holders. On such payment being made, the Company will
inform the Depository and accordingly the account of the Debenture holders with Depositories will
be adjusted. The Company’s liability to the Debenture holder in respect of all their rights including
for payment or otherwise shall cease and stand extinguished after the Final Maturity Date. Upon
dispatching the payment instrument towards payment of the Outstanding Amounts as specified above
in respect of the Debentures, the liability of the Company shall stand extinguished.
Interest Rate in case of default
On the failure of the Issuer to pay any sums when due under the Debenture Documents or upon a
downgrade of credit rating of the Issuer/Debentures to default grade, the Company shall be liable to
pay to the Debenture holders, Default Interest on the Outstanding Amounts (other than Default
Interest) for the period of delay which amounts shall be in addition to the Interest which shall
continue to be chargeable till the actual date of payment. The Default Interest shall compound at the
end of every quarter on the last day of such quarter.
Issue of Debentures
After completion of all legal formalities and on the Closing Date, the Company will issue the jumbo
Debentures certificate to the Depository and the Allotment Advice to the Debenture holders. The
Company shall credit the depository account of the allottee on the Closing Date.
Information Memorandum /
Disclosure Document
Private & Confidential
33
Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the
saleable lot is one Debenture.
Mode of Transfer
The Debentures shall be freely transferable to all classes of eligible investors subject to compliance
with Applicable Laws. The Debentures shall be transferred and/or transmitted in accordance with
applicable provisions of the Companies Act and other Applicable Laws.
Transfer of Debentures (being in dematerialised form) would be in accordance to the rules/
procedures as prescribed by the Depositories.
Rights of Debenture holders
The Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than
those available to them under any Applicable Law including the Companies Act and the Debenture
Documents. The Debentures shall not confer upon the Debenture holders the right to receive
notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Company.
Modifications of Rights
The rights, privileges, terms and conditions attached to all Debentures may be varied, modified or
abrogated with the consent, in writing, of those holders of the Debentures who hold at least ¾ (three-
fourths) of the outstanding amount of Debentures or with the sanction accorded pursuant to a
resolution passed at a meeting of the Debenture holders, carried by a majority consisting of not less
than ¾ (three-fourths) of the persons voting there upon a show of hands or, upon poll if such poll is
demanded by a majority representing not less than ¾ (three-fourths) in value of the votes cast on
such poll, provided that nothing in such consent or resolution shall be operative against the Company
if the same are not accepted in writing by the Company.
Creation of Security
The Issuer proposes to create a second charge over all its immovable and movable property within 90
(ninety) days of the date of allotment of the Debentures.
In case of delay in execution of the Debenture Trust Deed, the Company will refund the subscription
with agreed Interest rate or will pay penal interest of at least 2% (two percent) per annum over the
Interest rate till these conditions are complied with at the option of the Investors.
Prior Consent from Senior Lenders of the Issuer
Prior consent of the senior lenders of the Issuer is required in order to create the proposed subservient
charge over all its immovable and movable property. The Issuer has obtained the in-principle
approval of State Bank of India, the lead consortium bank. The approval of all the senior lenders will
be obtained prior to creation of the security.
Tax Deduction at Source
All payments made by the Issuer to any Debenture holder are exclusive of all taxes, other than any
taxes on income which income taxes may be deducted at source as per the IT Act or any other
statutory modification or re-enactment thereof and such sums shall be credited / deposited promptly
Information Memorandum /
Disclosure Document
Private & Confidential
34
and in any case before the 7th (seventh) of the month falling after the date on which the sums were
deducted, with the relevant Income Tax department and certificates evidencing such credit/deposit
shall be provided to the Debenture holders promptly and in any case within 60 (sixty) days of
deduction of such sums. If such certificates are not provided/delivered on or before the expiry of the
period of 60 (sixty) days and such taxes on income are required to be paid by the Debenture holders
on demand being made by the relevant tax authorities and due to the failure of the Issuer to credit /
deposit any sums deducted as above, then all consequences of such default, including payment of
Default Interest and/or enforcement of security interest, at the discretion of the Investors, follow. In
the event that the Issuer fails to provide certificates evidencing credit/deposit as required and the
relevant tax authority raises a demand on the Debenture holders pursuant to which the Debenture
holders have paid tax, the Default Interest shall apply from the date when original sums were due and
payable till the payment of all such sums to the Investors and issuance and delivery of the relevant
tax deduction certificate to the Investors.
Terms of Debenture Subscription Agreement and Debenture Documents
The provisions of this Information Memorandum and the covenants, undertakings, representations
and disclosures made by the Issuer under this Information Memorandum shall be supplemental / in
addition to the obligations, undertakings, covenants, representations etc. of the Issuer incorporated
under the Debenture Subscription Agreement and the other Debenture Documents and nothing
contained expressly or impliedly herein including under the statements made by the Issuer in relation
to Confidentiality, Disclaimers, Risk Factors etc. shall act as an exception to or a disclosure against
undertakings, covenants, representations, information and other obligations of the Issuer under the
Debenture Subscription Agreement and the other Debenture Documents.
Disclaimer in respect of jurisdiction
This Issue is made in India to investors who shall be specifically approached by the Company. This
Information Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures
offered hereby to any Person to whom it is not specifically addressed. Subject to the arbitration provisions
in the Debenture Documents, any disputes arising out of this Issue will be subject to the exclusive
jurisdiction of the courts of Mumbai. This offer of Debenture is made in India to FIIs registered with
SEBI in India and such other investors who the Company shall approach specifically. This Information
Memorandum/Disclosure Document does not constitute an offer to sell or an invitation to subscribe to the
Debentures herein, in any other jurisdiction to any Person to whom it is unlawful to make an offer or
invitation in such jurisdiction.
Consents
IDBI Trusteeship Services Ltd. has given its written consent dated 11th September, 2013 for its
appointment as Debenture Trustee to the Issue under Regulation 4(4) of the SEBI Regulations and
inclusion of its name in the form and context in which it appears in this Information
Memorandum/Disclosure Document.
Information Memorandum /
Disclosure Document
Private & Confidential
35
FINANCIAL INFORMATION
Abridged version of the latest audited / limited review half yearly consolidated and standalone
financial information and auditors qualifications, if any
PART I – BALANCE SHEET
Standalone
As at As at As at
31/Mar/2013 31/Mar/2012 31/Mar/2011
` in Lacs ` in Lacs ` in Lacs
I EQUITY AND LIABILITIES
1) Shareholders' Funds
a) Share Capital 4,145.20 1,644.28 1,642.52
b) Reserves and Surplus 70,453.56 64,816.18 58,531.03
74,598.76 66,460.46 60,173.55 - - -
2) Share Application Money Pending Allotment 0.92 0.39 1.56 - - -
3) Non Current Liabilities
a) Long Term Borrowings 17,107.58 20,268.56 24,047.44
b) Deferred Tax Liabilities (Net) 1,091.65 1,278.55 1,795.74
c) ) Other Long Term Liabilities 13,257.55 10,703.06 7,564.37
d) Long Term Provisions 680.18 481.02 349.19
32,136.96 32,731.19 33,756.74
4) Current Liabilities
a) Short Term Borrowings 61,748.47 41,164.23 20,814.30
b) Trade Payables 66,832.81 56,298.83 43,546.58
c) ) Other Current Liabilities 43,740.07 43,094.63 18,346.45
d) Short Term Provisions 2,374.52 5,486.43 4,081.56
174,695.87 146,044.12 86,788.89
TOTAL 281,432.51 245,236.16 180,720.74
II ASSETS
1) Non Current Assets
a) Fixed Assets
i) Tangible Assets 18,345.57 19,802.64 17,846.08
ii) Intangible Assets 1,215.59 361.82 441.42
iii) Capital Work-in-Progress 107.51 62.53 102.70
iv) Intangible Assets Under Development - 822.11 -
19,668.67 21,049.10 18,390.20 - - -
b) Non Current Investments 8,655.45 8,655.45 7,005.40
c) ) Long Term Loans and Advances 698.90 710.19 640.69
d) Other Non Current Assets 4,209.41 5,645.22 4,229.92 - - -
2) Current Assets
a) Inventories 22,324.96 26,569.78 22,148.17
b) Trade Receivables 183,981.07 155,814.11 106,178.85
c) ) Cash and Bank Balances 3,299.07 3,974.43 3,009.00
d) Short Term Loans and Advances 38,593.29 22,800.66 19,115.53
e) Other Current Assets 1.69 17.22 2.98
248,200.08 209,176.20 150,454.53
TOTAL 281,432.51 245,236.16 180,720.74
Information Memorandum /
Disclosure Document
Private & Confidential
36
Consolidated As at As at As at
31/Mar/2013 31/Mar/2012 31/Mar/2011
` in Lacs ` in Lacs ` in Lacs
I EQUITY AND LIABILITIES
1) Shareholders' Funds
a) Share Capital 4,145.20 1,644.28 1,642.52
b) Reserves and Surplus 66,723.63 63,521.74 55,970.76
70,868.83 65,166.02 57,613.28 - - -
2) Share Appl. Money Pending Allotment 0.92 0.39 1.56
3) Minority Interest 61.95 119.17 -
4) Non Current Liabilities
a) Long Term Borrowings 27,481.74 34,622.15 24,047.44
b) Deferred Tax Liabilities (Net) 1,091.65 1,278.55 1,795.74
c) ) Other Long Term Liabilities 14,903.89 18,901.97 7,564.37
d) Long Term Provisions 758.83 541.02 349.19
44,236.11 55,343.69 33,756.74
5) Current Liabilities
a) Short Term Borrowings 64,748.33 41,602.68 20,814.30
b) Trade Payables 65,313.89 59,188.94 44,646.46
c) ) Other Current Liabilities 54,037.62 46,031.73 18,347.04
d) Short Term Provisions 2,374.52 5,527.80 4,081.56
186,474.36 152,351.15 87,889.36
TOTAL 301,642.17 272,980.42 179,260.94 - - -
II ASSETS
1) Non Current Assets
a) Fixed Assets
i) Tangible Assets 44,424.29 25,707.55 19,306.01
ii) Intangible Assets 1,237.97 377.12 278.32
iii) Capital Work-in-Progress 213.15 16,883.48 816.21
iv) Intangible Assets Under Development 675.72 908.55 -
46,551.13 43,876.70 20,400.54
-
b) Non Current Investments 527.77 522.85 1,665.62
c) ) Deferred Tax Assets (Net) 1,902.85 6.73 -
d) Long Term Loans and Advances 698.90 710.19 645.89
e) Other Non Current Assets 4,209.41 5,645.22 4,229.92
2) Current Assets -
a) Inventories 28,103.92 31,878.70 23,068.69
b) Trade Receivables 188,670.61 159,982.86 105,076.90
c) ) Cash and Bank Balances 5,353.87 6,111.05 6,734.93
d) Short Term Loans and Advances 25,622.02 23,855.01 17,435.47
e) Other Current Assets 1.69 391.11 2.98
247,752.11 222,218.73 152,318.97
TOTAL 301,642.17 272,980.42 179,260.94
Information Memorandum /
Disclosure Document
Private & Confidential
37
PART II – STATEMENT OF PROFIT AND LOSS
Standalone
Year Ended Year Ended Year Ended
31/Mar/2013 31/Mar/2012 31/Mar/2011
` in Lacs ` in Lacs ` in Lacs
I INCOME
Revenue from Operations (Gross) 284,219.36 264,780.74 246,081.44
Less: Excise duty 4,032.47 5,535.87 8,111.08
Revenue from Operations (Net) 280,186.89 259,244.87 237,970.36
Other Income 1,294.63 1,091.24 843.89
Total Revenue 281,481.52 260,336.11 238,814.25
II EXPENSES
Cost of Materials Consumed 172,480.27 143,164.99 133,928.93
Erection and Sub-contracting Expense 44,603.36 59,232.51 45,076.99
565.84 (6,457.71) (260.59)
Employee Benefits Expense 8,492.70 7,947.05 7,179.70
Finance Costs 16,872.93 14,101.83 10,194.70
Depreciation and Amortization Expense (Net) 2,515.01 2,133.51 2,016.62
Other Expenses 26,158.64 27,357.09 23,941.63
Total Expenses 271,688.75 247,479.28 222,077.98
III 9,792.77 12,856.83 16,736.27
IV Tax Expense: -
Current Tax 3,492.00 4,819.99 5,625.00
Deferred Tax (Net) (186.90) (517.19) 20.31
3,305.10 4,302.80 5,645.32
V 6,487.67 8,554.03 11,090.95
VI Earnings Per Equity Share (In ` )
[Nominal value of share ` 2]
1) Basic ` 7.89 ` 10.41 ` 13.52
2) Diluted ` 7.86 ` 10.37 ` 13.46
Changes in Inventories of Finished Goods,
Work-in-Progress and Stock-in-Trade
Profit Before Tax (I-II)
Profit for the year (III-IV)
Information Memorandum /
Disclosure Document
Private & Confidential
38
Consolidated
Year Ended Year Ended Year Ended
31 Mar 2013 31 Mar 2012 31 March 2011
` in Lacs ` In Lacs ` In Lacs
Continuing Operations
I INCOME
Revenue from Operations (Gross) 305,301.77 282,142.94 248,072.61
Less: Excise duty 4,032.47 5,535.87 8,111.08
Revenue from Operations (Net) 301,269.30 276,607.07 239,961.53
Other Income 499.49 818.87 486.03
Total Revenue 301,768.79 277,425.94 240,447.56
II EXPENSES
Cost of Materials Consumed 178,013.11 148,481.36 134,661.04
Erection and Sub-contracting Expense 49,294.63 63,643.19 45,946.74
(90.19) (7,469.44) (149.41)
Employee Benefits Expense 15,532.03 10,722.10 7,678.01
Finance Costs 18,213.33 14,779.03 10,279.17
Depreciation and Amortization Expense (Net) 3,556.52 2,490.16 2,098.49
Other Expenses 31,724.42 30,720.84 24,310.24
Total Expenses 296,243.85 263,367.24 224,824.28
III 5,524.94 14,058.70 15,623.28
Exceptional Items - - -
Profit/(Loss) before Extraordinary Items and Tax (V-VI) 5,524.94 14,058.70 15,623.28
Extraordinary Items - - -
Profit/(Loss) before tax (VII - VIII) 5,524.94 14,058.70 15,623.28
IV Tax Expense:
Current Tax 1,927.92 4,819.99 5,625.00
Deferred Tax (Net) (186.90) (522.20) 20.31
1,741.02 4,297.79 5,645.31
V 3,783.92 9,760.91 9,977.97
VI Minority Interest (57.23) 119.17 -
VII 3,841.15 9,641.74 9,977.97
VIII Earning Per Equity Share (In `)
[Nominal value of share ` 2]
1) Basic ` 4.67 ` 11.74 ` 12.16
2) Diluted ` 4.65 ` 11.69 ` 12.11
Changes in Inventories of Finished Goods, Work-in-
Progress and Stock-in-Trade
Profit Before Tax (I-II)
Profit for the year (III-IV)
Profit for the year after Minority Interest (V-VI)
Information Memorandum /
Disclosure Document
Private & Confidential
39
PART III – STATEMENT OF CASHFLOW
Standalone
Year Ended Year Ended Year Ended
31/Mar/2013 31/Mar/2012 31/Mar/2011
` In Lacs ` In Lacs ` In Lacs
I CASH FLOW FROM OPERATING ACTIVITIES
Net Profit Before Taxes and Extraordinary Items [A] 9,792.77 12,856.83 16,736.27
ADJUSTMENTS FOR
i) Depreciation 2,517.43 2,135.93 2,019.05
ii) Transferred from Revaluation Reserve (2.42) (2.42) (2.42)
iii) Finance Cost 16,872.93 14,101.83 10,194.70
iv) (Gain)/Loss on Sale of Fixed Assets (Net) 10.49 (0.54) 17.11
v) Interest Received (890.53) (1,032.07) (834.25)
vi) Employee Compensation Expense - ESOS (83.99) 96.22 169.80
[B] 18,423.91 15,298.95 11,563.99
Operating Profit before Working Capital changes [A+B] = [C] 28,216.68 28,155.78 28,300.26
ADJUSTMENTS FOR
i) Inventories 4,244.83 (4,421.61) 1,309.86
ii)(33,022.49) (51,497.91) (22,873.63)
iii) Current Liabilities and Provisions 12,045.78 27,069.80 4,802.30
[D] (16,731.88) (28,849.72) (16,761.47)
Cash Generated from Operations [C+D] = [E] 11,484.80 (693.94) 11,538.79
Interest paid
i) Direct Taxes Paid (Net) (6,354.84) (4,399.04) (4,465.17)
- [F] (6,354.84) (4,399.04) (4,465.17)
-
Cash Flow before Extraordinary Items [E+F] = [G] 5,129.96 (5,092.98) 7,073.62
-
EXTRAORDINARY ITEMS -
-
[H] - - - -
Net Cash (used in) / from Operating Activities [I][E+F] = [G] 5,129.96 (5,092.98) 7,073.62
-
II CASH FLOW FROM INVESTING ACTIVITIES -
-
i) Proceeds from Sale of Fixed Assets 62.41 20.37 116.27
ii)(1,209.89) (4,778.01) (3,424.01)
iii) Investments in Subsidiary company - (1,150.05) (4,984.77)
iv) Investments in Other Companies - (500.00) -
v) Proceeds from Redemption of Investments - - 0.50
vi) Interest Received 890.53 1,032.07 834.25
vii) Net Advances to Subsidiary Companies (8,377.19) (1,132.07) (1,290.98)
viii) Net Advances to Companies other than Subsidiaries (2,467.48) (2,206.53) (20.33)
-
Net Cash (used in) / from Investing Activities [II] (11,101.62) (8,714.22) (8,769.07)
Trade Receivable & Other Receivable, Loans
& Advances, Other Current Assets
Purchase of Fixed Assets [After adjustment of (Increase)/Decrease
in Capital Work-in-Progress]
Information Memorandum /
Disclosure Document
Private & Confidential
40
Year Ended Year Ended Year Ended
31/Mar/2013 31/Mar/2012 31/Mar/2011
` In Lacs ` In Lacs ` In Lacs
III CASH FLOW FROM FINANCING ACTIVITIES
i) Proceeds from Issue of Equity Share 8.39 14.46 20.91
-
Proceeds from Issue of Share Warrant - - -
( inclusive of Share Premium ) - - -
ii) Proceeds from Issue of Preference Share 2,500.00 - 12,086.41
iii) Proceeds from issue of Non Convertible Debentures 1,670.00 -
iv) Repayment of Non convertible Debentures (12,086.41) -
v) Proceeds from Long Term Borrowings 12,972.61 12,387.82 -
vi) Repayment of Long Term Borrowings (3,847.19) (2,397.73) (1,611.70)
vii) Net Increase/(Decrease) in Interest Free Sales Tax Defferal Loan (14.90) (54.41) -
viii) Proceeds from Short Term Borrowings from banks 20,584.24 20,349.93 6,618.44
ix) Repayment of Short Term Borrowings - - (5,545.57)
ix) Proceeds from Asset Finance from Banks 150.12 - 94.33
x) Repayment of Asset Finance from Banks (83.71) (4.87) (32.94)
xii) Proceeds from Asset Finance from Financiers - - 21.76
xi) Repayment of Asset Finance from Others (7.74) (12.37) (18.56)
xii) Dividends Paid (899.54) (1,225.11) (816.27)
Dividends on Pref Share Capital
xiii) Dividend and Dividend Distribution Tax for earlier year (0.13) (0.50) (1.94)
xiv) Net Corporate Dividend Tax Paid (146.71) (199.84) (136.20)
xv) Finance Cost (16,872.93) (14,101.83) (10,194.70)
xvi) Rights Issue 2010 Expenses Incurred - - -
Net Cash (used in) / from Financing Activities [III] 3,926.10 14,755.55 483.97
[I + II + III] (2,045.56) 948.35 (1,211.48) -
Cash and Cash Equivalents at the beginning of the year 3,957.35 3,009.00 4,220.48 -
1,911.79 3,957.35 3,009.00
( inclusive of Share Premium and after considersing ESOS allotted to
employees)
Net Increase/(Decrease) in Cash and Cash
Cash and Cash Equivalents at the end of the
year
Information Memorandum /
Disclosure Document
Private & Confidential
41
Consolidated
Year Ended Year Ended Year Ended
31 Mar 2013 31 Mar 2012 3/31/2011
` in Lacs ` in Lacs ` In Lacs
I CASH FLOW FROM OPERATING ACTIVITIES
Net Profit Before Taxes and Extraordinary Items [A] 5,524.94 14,058.70 15,623.28
ADJUSTMENTS FOR
i) Depreciation and amortization 3,570.55 2,492.59 2,100.92
ii) Transferred from Revaluation Reserve (2.42) (2.42) (2.42)
iii) Finance Cost 18,213.33 14,779.03 10,279.17
iv) (Gain)/Loss on Sale of Fixed Assets (Net) 15.93 (0.54) 29.75
v) Interest Received (292.28) (642.57) (195.76)
vi) Employee Compensation Expense - ESOS (83.99) 96.22 169.80
vii) Effect of Exchange Rate Change (428.52) 2,077.17 (229.74)
[B] 20,992.60 18,799.48 12,151.72
Operating Profit before Working Capital changes [A+B] = [C] 26,517.54 32,858.18 27,775.00
ADJUSTMENTS FOR
i) Inventories 3,774.78 (7,198.38) 1,647.83
ii) (32,735.96) (58,072.32) (22,740.25)
iii) Current Liabilities and Provisions 13,804.04 31,217.32 4,048.33
[D] (15,157.14) (34,053.38) (17,044.09)
Cash Generated from Operations [C+D] = [E] 11,360.40 (1,195.20) 10,730.91
i) Direct Taxes Paid (Net) (6,354.83) (4,399.04) (4,465.17)
[F] (6,354.83) (4,399.04) (4,465.17)
[E+F] = [G] 5,005.57 (5,594.24) 6,265.74
EXTRAORDINARY ITEMS
i) Excess / (Short) Provision of Taxes for earlier years
[H] -3.98
Net Cash (used in) / from Operating Activities [I] [E+F] = [G] 5,005.57 (5,594.24) 6,261.76
II CASH FLOW FROM INVESTING ACTIVITIES
i) Proceeds from Sale of Fixed Assets 126.69 1,488.97 142.74
ii) (6,386.26) (23,236.37) (4,933.85)
iii) 0.50
iv) Investments in Other than Subsidiary company (4.92) (500.00) -
v) Interest Received 292.28 642.57 195.76
vi) Net Advances to Companies other than Subsidiaries (1,989.15) (2,206.40) 87.90
Net Cash (used in) / from Investing Activities [II] (7,961.36) (23,811.23) (4,506.95)
Preceeds from redemption of investments
Trade Receivable & Other Receivable, Loans & Advances, Other Current
Purchase of Fixed Assets [After adjustment of (Increase)/Decrease in
Information Memorandum /
Disclosure Document
Private & Confidential
42
Year Ended Year Ended Year Ended
31 Mar 2013 31 Mar 2012 3/31/2011
` in Lacs ` in Lacs ` In Lacs
III CASH FLOW FROM FINANCING ACTIVITIES
i) Proceeds from Issue of Equity Share Capital 8.40 14.46 20.91
ii) Proceeds from Issue of Preference Share 2,500.00 -
iii) Proceeds from issue of Non Convertible Debentures 1,670.00 - 12,086.41
iv) Repayment of Non Convertible Debentures (12,086.41) -
v) Proceeds from Long Term Borrowings 13,066.96 25,926.74
vi) Repayment of Long Term Borrowings (8,266.40) (3,609.79) (1,611.70)
vii) Net Increase/(Decrease) in Interest Free Sales Tax Defferal Loan (14.90) (54.41)
viii) Proceeds from Short Term Borrowings from banks 23,145.67 21,730.04 5,777.23
Repyment of Short Term Borrowings from banks (5,545.57)
ix) Proceeds from Asset Finance from Banks 150.12 - 94.33
x) Repayment of Asset Finance from Banks (83.71) (4.87) (32.94)
Proceeds from Asset Finance from Others 21.76
xi) Repayment of Asset Finance from Others (7.74) (12.37) (18.56)
xii) Dividends Paid (899.55) (1,225.11) (816.27)
xiii) Dividend and Dividend Distribution Tax for earlier year (0.13) (0.50) (1.94)
xiv) Net Corporate Dividend Tax Paid (146.71) (199.84) (136.20)
xv) Finance Cost (18,213.33) (14,779.03) (10,279.17)
Net Cash (used in) / from Financing Activities [III] 822.27 27,785.32 (441.71)
I + II + III (2,133.52) (1,620.15) 1,313.10
Cash and Cash Equivalents at the beginning of the year 5,935.24 7,555.39 5,421.83
3,801.72 5,935.24 6,734.93
(inclusive of Share Premium and after considersing ESOS allotted to
Net Increase/(Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents at the end of the year
Information Memorandum /
Disclosure Document
Private & Confidential
43
PART IV – UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER
ENDED 30TH
JUNE, 2013
(` in Lacs)
Year Ended
30-06-2013 31-03-2013 30-06-2012 31-03-2013
(Unaudited) (Unaudited) (Unaudited) (Audited)
PART I
1) Income from operations
a) Net sales/income from operations (net of excise duty) 71,005 93,739 65,382 2,80,187
b) Other Operating Income 122 112 95 404
Total income from operations (Net) 71,127 93,851 65,477 2,80,591
2) Expenses
a) Cost of Materials Consumed 46,801 68,428 34,959 1,72,480
b) Purchases of Stock in trade - - - -
c) Erection and sub-contracting Expenses 12,545 6,491 14,707 44,603
d) Change in inventories of finished goods, work-in-progress and
stock-in-trade(2,367) (1,349) 1,049 566
e) Employees Benefits Expense 2,209 1,917 2,289 8,493
f) Depreciation and Amortisation Expense 663 655 618 2,515
g) Other Expenses 4,862 8,459 6,067 26,159
Total expenses 64,713 84,601 59,689 2,54,816
3) 6,414 9,250 5,788 25,775
4) Other income 286 261 205 891
5)6,700 9,511 5,993 26,666
6) Finance Cost 4,224 6,135 3,390 16,873
7)2,476 3,376 2,603 9,793
8) Exceptional Items - - - -
9) Profit / (Loss) from ordinary activities before tax (7 + 8) 2,476 3,376 2,603 9,793
10) Tax expense 842 1,156 868 3,305
11) Net Profit / (Loss) from ordinary activities after tax (9 - 10) 1,634 2,220 1,735 6,488
12) Extraordinary Item (net of tax expense) - - - -
13) Net Profit / (Loss) for the period (11 + 12) 1,634 2,220 1,735 6,488
14) Share of Profit / (Loss) of associates - - - -
15) Minority interest - - - -
16) 1,634 2,220 1,735 6,488
17) Paid-up Equity Share Capital 1,645 1,645 1,644 1,645
(Face value `. 2/- each)
18)70,416
19) Earning per share before and after Extraordinary items (not annualised)
- Basic ` 1.99 2.70 2.11 7.89
- Diluted ` 1.98 2.69 2.10 7.86
PART IIA - PARTICULARS OF SHAREHOLDING
1) Public shareholding
- Number of shares 5,94,02,631 5,93,98,256 5,93,53,006 5,93,98,256
- Percentage of shareholding 72.21% 72.21% 72.19% 72.21%
2) Promoters and Promoter Group Shareholding
a) Pledged / Encumbered
- Number of shares 1,82,85,061 1,76,49,399 1,65,89,391 1,76,49,399
- Percentage of shares (as a % of the total shareholding of
the Promoter and Promoter group)79.98% 77.20% 72.57% 77.20%
- Percentage of shares (as a % of the total share capital of
the company)22.23% 21.45% 20.18% 21.45%
b) Non - encumbered
- Number of shares 45,76,830 52,12,492 62,71,500 52,12,492
- Percentage of shares (as a % of the total shareholding of
the Promoter and Promoter group)20.02% 22.80% 27.43% 22.80%
- Percentage of shares (as a % of the total share capital of
the company)5.56% 6.34% 7.63% 6.34%
Particulars
B - INVESTOR COMPLAINTS
Pending at the beginning of the quarter
Received during the quarter
Disposed of during the quarter
Remaining unresolved at the end of the quarter
Notes
1
2 The Statutory Auditors of the Company have carried out the "Limited Review" of the above results.
3
4
5
6
7 Previous period / year figures have been re-arranged, re-grouped, re-calculated and re-classified, wherever necessary.
For Jyoti Structures Limited
Mumbai Santosh Nayak
27th July, 2013 Managing Director
JYOTI STRUCTURES LIMITEDRegd. Office: "Valecha Chambers", 6th Floor,
New Link Road, Oshiwara, Andheri (West), Mumbai - 400 053.
Tel : +91-22409 15000 Fax : +91-224091 5014/15
e-mail : investor@jsl.in Website : www.jsl.in
UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER ENDED 30TH JUNE 2013
Sr.
No.Particulars
Standalone
Quarter Ended
Profit / (Loss) from operations before other income, finance costs
and exceptional items (1-2)
Profit / (Loss) from ordinary activities before finance costs and exceptional
Items (3 + 4)
Profit / (Loss) from ordinary activities after finance costs but before
exceptional Items (5 - 6)
Net Profit / (Loss) after Taxes (13 + 14 - 15)
Reserve excluding Revaluation Reserves as per balance sheet of previous accounting
year
Quarter Ended 30-06-2013
-
3
Cost of material consumed includes Bought-out materials purchased for supplies to customer under the contracts.
3
-
The above results as reviewed and recommended by the Audit Committee, have been approved by the Board of Directors at its meeting held on 27th July 2013
The Company is in the business of execution of projects related to power transmission and as such there are no reportable primary business segments.
Tax Expense includes provision for Current Tax and Deferred Tax.
During the quarter, the Company has allotted 4,375 Equity Shares of ` 2 each to the eligible employees of the Company, under the Employees Stock Option Scheme
Information Memorandum /
Disclosure Document
Private & Confidential
44
SUMMARY OF THE TERMS
Following is the summary of the terms of the issue:
Security Name Secured Fully Redeemable Non-convertible
Debentures
Issuer Jyoti Structures Limited
Type of Instrument Fully redeemable debentures
Nature of Instrument Secured
Seniority Subordinated
Mode of Issue Private placement
Eligible investors The following categories of investors, when specifically
approached, are eligible to apply for this private
placement of Debentures:
1. Companies and Bodies Corporate;
2. Commercial Banks;
3. Financial Institutions;
4. Foreign Institutional Investors;
5. Insurance Companies;
6. Trustee Companies of Mutual Funds and Asset
Management Companies; and
7. Any other eligible investor.
All investors are required to comply with the relevant
regulations / guidelines applicable to them for investing
in this Issue of Debentures.
Listing (including the name of the stock
exchange where it will be listed and
timeline for listing)
BSE WDM Segment within 15 (fifteen) days of the
date of the allotment
Rating of the Instrument ‘Triple B’ by CARE Limited
Issue Size Upto `40,00,00,000 (Rupees Forty Crores)
Option to retain oversubscription NA
Objects of the Issue The proceeds of the Issue would be utilized for capital
expenditure, working capital enhancement and general
corporate purposes
Details of utilization of proceeds The proceeds of the Issue would be utilized for capital
expenditure, working capital enhancement and general
corporate purposes
Coupon rate An interest of 7% (seven percent) per annum payable
on each Interest Payment Date, calculated on the
Principal Amount
Step up / Step down coupon rate Upon non-payment of any sums when due under the
Debenture Documents or a downgrade of credit rating
of the Issuer/Debentures to default grade, the Company
shall be liable to pay to the Debenture holders, Default
Information Memorandum /
Disclosure Document
Private & Confidential
45
Interest on the Outstanding Amounts (other than the
Default Interest) for the period of delay which amounts
shall be in addition to the Interest which shall continue
to be chargeable till the actual date of payment.
Coupon payment frequency Quarterly
Coupon payment dates The date falling on the last day of every Fiscal Quarter
and if such day is not a Business Day, then the last
Business Day immediately preceding such day
provided that the Interest shall be calculated till the last
day of the Fiscal Quarter
Coupon type Fixed
Coupon reset process NA
Day count basis Actual
Interest on application money NA
Default Interest rate 2% (two percent) on the Outstanding Amounts (other
than Default Interest)
Tenor 60 (sixty) months from the Closing Date
Redemption Date End of 60 (sixty) months from the Closing Date
Redemption Amount The aggregate of the Principal Amount plus accrued
Redemption Premium
Redemption Premium Such amounts in relation to any part or whole of the
Principal Amounts which are being redeemed, repaid
and/or prepaid on any date, including on account of
exercise of rights by the Investors following an Event
of Default, which is equal to an interest of 7% (seven
percent) per annum on such Principal Amounts
compounded annually.
Prepayment The Issuer shall, subject to the terms of the Debenture
Subscription Agreement, have the ability to prepay or
redeem prior to the Final Maturity Date, the
Debentures in full or in part along with all Redemption
Premium calculated in relation to the Principal
Amounts being prepaid/redeemed, on any date after
giving to such Investors a prior written notice of 90
(ninety) days. The redemption shall be accompanied
by payment of all Interest, Redemption Premium
accrued till the date of redemption.
Further, if the prepayment is occurring on or before the
3rd
(third) anniversary of the Closing Date, then the
Issuer shall in addition to the principal sums sought to
be prepaid pay to the Investors an amount which, after
factoring in the Interest and Redemption Premium on
such Principal Amounts already paid and/or payable on
or before the date when the prepayment is sought to be
made, shall be equal to the Total Yield which the
Issuer would have earned on such Principal Amounts
till the 3rd
(third) anniversary of the Closing Date had
the Debentures not been prepaid. For the avoidance of
doubt, it is clarified that any prepayment shall be done
on a pro rata basis in relation to each of the
Debentures.
Information Memorandum /
Disclosure Document
Private & Confidential
46
Issue Price Face Value
Face Value `10,00,000 (Rupees ten lakhs) per Debenture
Minimum application and multiples `10,00,000 (Rupees ten lakhs) i.e. 1 (one) Debenture
and in multiples of ` 10,00,000 (Rupees ten lakhs) i.e.
1 (one) Debenture thereafter
Issue timing:
- Issue opening date;
- Issue closing date;
- Pay-in date; and
- Deemed date of Allotment
22nd
October, 2013
22nd
October, 2013
22nd
October, 2013
22nd
October, 2013
Issuance mode of instrument Demat only
Trading mode of instrument Demat only
Settlement mode of instrument Payment on redemption will be made by RTGS /
NEFT in the name of the Debenture holders whose
names appear on the List of Beneficial owners given
by the Depository to the Company as on the Record
Date
Depository NSDL and / or CDSL
Business Day convention A day (other than a Saturday or Sunday) on which
banks are open for general business in Mumbai and the
place of incorporation of the Investor.
Should any of the date(s), including the Final Maturity
Date, the Interest Payment Date or the Record Date, as
defined in this Information Memorandum fall on a day
which is not a Business Day, the previous Business
Day shall be considered as the effective date
Record Date The record date shall be 7 (seven) working days prior
to each interest payment / principal repayment date, for
determining the beneficiaries of the Debentures for the
interest payment and/or principal repayment
Security Subservient charge on all movable and immovable
properties of the Issuer
Transaction Documents 1. Debenture Subscription Agreement;
2. Debenture Trust Deed; and
3. Debenture Trustee Agreement
Conditions Precedent to Disbursement As mentioned in Schedule IV of the Debenture
Subscription Agreement
Conditions subsequent to the
Disbursement
As mentioned in the Debenture Subscription
Agreement
Events of Default As mentioned in Schedule VI of the Debenture
Subscription Agreement
Roles and responsibilities of the
Debenture Trustee
Subject to the terms of the Debenture Subscription
Agreement, all the rights and remedies of the
Debenture holders shall vest in and shall be exercised
by the Debenture Trustee without referring to the
Debenture holders. The Investors are deemed to have
irrevocably given their authority and consent to IDBI
Trusteeship Services Ltd. to act as the Debenture
Trustee and for doing such acts and signing such
Information Memorandum /
Disclosure Document
Private & Confidential
47
documents to carry out their duty in such capacity. The
Debenture Subscription Agreement, any payment by
the Company to the Debenture Trustee on behalf of the
Debenture holders shall discharge the Company pro
tanto to the Debenture holders. Resignation/retirement
of the Debenture Trustee shall be as per terms of the
Debenture Trust Deed to be entered into between the
Company and the Debenture Trustee. A notice in
writing to the Debenture holders shall be provided for
the same.
The Debenture Trustee shall duly intimate the
Debenture holders and the general public by issuing a
press release on occurrence of any of the following
events:
(a) Default by the Company to make payments of any
amounts in relation to the Debentures including the
Interest, Redemption Premium etc;
(b) Failure of the Company to create a charge on the
Company Assets in accordance with the Security
Documents for the secured Debentures; and
(c) Revision of credit rating assigned to the
Debentures.
Such information shall also be placed on the websites
of the Debenture Trustee and the Company.
Governing Law and Jurisdiction The Debentures are governed by and will be construed
in accordance with the laws of India. The Debenture
holders, by purchasing the Debentures, agree that
subject to the arbitration provisions in the terms of the
Debenture Documents, the courts and tribunals at
Mumbai shall have exclusive jurisdiction with respect
to matters relating to the Debentures
Information Memorandum /
Disclosure Document
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MATERIAL DOCUMENTS
Copies of the following documents may be inspected at the Registered Office of the Company from
11:00 am to 1:00 pm on any working day (Monday to Friday) until the date of closing of this Issue:
1. Certified copies of last 3 Financial Years’ Annual Report containing the audited Balance Sheet
and Profit & Loss Account;
2. Certified copy of Board Resolution dated 6th September, 2013 authorizing Issue of Debentures
offered under terms of this Information Memorandum and the list of authorized signatories;
3. Certified true copy of the Memorandum and Articles of the Company;
4. Certified true copy of the resolution passed under Section 293 (1) (d) and Section 293 (1) (a)
of the Companies Act;
5. Copy of the consent letter dated 11th September, 2013 from IDBI Trusteeship Services Ltd. for
acting as Debenture Trustee for and on behalf of the holder(s) of the Debentures;
6. Copy of the letter dated 18th October, 2013 from CARE Ltd. conveying the credit rating for the
Debentures of the Company and the rating rationale pertaining thereto;
7. Copy of tripartite agreement dated April, 13, 1998 between the Company, National Securities
Depository Ltd. and the Registrar to the Issue of Debentures in dematerialised form;
8. Copy of tripartite agreement dated December, 28, 2000 between the Company, Central
Depository Services (India) Ltd. and the Registrar to the Issue of Debentures in dematerialised
form;
9. Copy of the draft Debenture Subscription Agreement; and
10. Copy of the draft Debenture Trustee Agreement;
Information Memorandum /
Disclosure Document
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[Company to Attach requisite Annexures such as credit rating, debenture trustee
appointment letter etc.]
Information Memorandum /
Disclosure Document
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Information Memorandum /
Disclosure Document
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Information Memorandum /
Disclosure Document
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Information Memorandum /
Disclosure Document
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Information Memorandum /
Disclosure Document
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Information Memorandum /
Disclosure Document
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DECLARATION It is hereby declared that this Information Memorandum contains full disclosures in accordance with
the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008.
The Company also confirms that this Information Memorandum does not omit disclosure of any
material fact which may make the statements made therein, in light of the circumstances under which
they are made, misleading. This Information Memorandum also does not contain any false or
misleading statement. It is hereby declared that the Company has exercised due-diligence to ensure
complete compliance of prescribed disclosure norms and practices in this Information Memorandum.
The Company accepts no responsibility for any statements made otherwise than in the Information
Memorandum or in any other material issued by or at the instance of the Company and that anyone
placing reliance on any other source of information would be doing so at his own risk.
Signed pursuant to the authority granted by Board of Directors of the Company at its meeting held on
6th September, 2013.
For Jyoti Strucures Limited
Sd/-
Mr. Santosh V. Nayak
Managing Director
Place: Mumbai
Date: 18th October, 2013